ADELPHIA COMMS: Court Adjourns Lease-Decision Hearing to Mar. 25----------------------------------------------------------------Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Adelphia Communications Debtors ask the Court to further extend their deadline to decide whether to assume, assume and assign, or reject unexpired non-residential real property leases to and including June 16, 2004.

The ACOM Debtors are nearing the completion of a reorganization plan that reflects the results of negotiations with various creditor constituencies. In addition, since the passing of the January 9, 2004, Claims Bar Date, the ACOM Debtors commenced the next phase of the claims resolution process and continued their analysis of potential avoidance actions.

While the Plan process is well underway, much work remains to be done before the Debtors can finalize a Plan and emerge from Chapter 11. Shelley C. Chapman, Esq., at Willkie, Farr & Gallagher LLP, in New York, tells the Court that requiring the ACOM Debtors to make significant business decisions as to which of the Unexpired Leases will be needed for their reorganized business at this time would be impractical and, more importantly, contrary to the best interests of the ACOM Debtors' estates and all creditors. The Debtors require an extension to avoid what would be a premature assumption or rejection of the Unexpired Leases.

To date, the ACOM Debtors rejected 46 Unexpired Leases. During the coming months, the ACOM Debtors will continue to analyze their need for premises covered by the Unexpired Leases.

* * *

The hearing on the ACOM Debtors' request to extend their lease decision period is adjourned to March 25, 2004. Accordingly, Judge Gerber extends the lease decision deadline until the conclusion of that hearing. (Adelphia Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)

ADEPT TECHNOLOGY: Promotes Matt Murphy to VP -- Operations ----------------------------------------------------------Adept Technology, Inc. (OTCBB:ADTK.OB), a leading manufacturer of flexible automation for the automotive, electronics, telecommunications, medical device and life sciences, semiconductor, and fiber optic industries, announced that its board of directors has confirmed the promotion of Matt Murphy to vice president of operations and product development and appointment as an officer of the corporation. Mr. Murphy will oversee operations and product development activities for all of Adept's product lines.

"We believe that the integration of operations and product development under Matt Murphy will further improve Adept's operational efficiency and cost competitiveness of our robot, kinematics, machine vision and motion control products," said Rob Bucher, chairman and chief executive officer for Adept Technology, Inc. "Additionally, we feel that this level of integration will enhance our global manufacturing strategy."

In addition to Mr. Murphy's promotion, Dave Pap Rocki, Adept's director of hardware engineering, will be responsible for overseeing the management of Adept's mechanical and electrical hardware groups, and Paul James, Ph.D., Adept's director of software engineering, will assume the management of Adept's software groups including Adept's motion and vision software teams. Both Mr. Pap Rocki and Dr. James are long-time robot and automation hardware and software veterans, together bringing over 40 years of industry experience to their roles.

Adept has been focusing on key activities to further stabilize and grow its business. Adept believes by integrating engineering skills through focused product teams it will improve individual product costs, supplier sources, and quality and shorten product delivery cycles. Adept also plans on accelerating its selective product outsourcing initiative to reduce costs and improve efficiency. Adept recently made a number of significant decisions to redirect its business efforts and simplify its product offerings by focusing on its Smart line of distributed controls-based robots, improving its software application and tools, and augmenting support to its existing customer installed base.

Matt Murphy previously held the position of vice president of engineering at Adept. Prior to joining Adept in 2001, Mr. Murphy served at ADAC Laboratories in Milpitas, Calif., where he held several executive management positions including vice president of product marketing and vice president of platform engineering. He has over 18 years' experience in engineering management working for such companies as ETAK, Inc. and Lockheed Research Lab in Palo Alto. Mr. Murphy holds Bachelor of Science and Master of Science degrees in electrical engineering from the University of Illinois and completed the Stanford Executive program in 1997.

"We have experienced declining revenue in each of the last two fiscal years and have incurred operating losses in the first two quarters of fiscal 2004 and in each of the last four fiscal years. During these periods, we have also consumed significant cash and other financial resources. In response to these conditions, we reduced operating costs and employee headcount, and restructured certain operating lease commitments in each of fiscal 2002, 2003 and the first half of 2004. These adjustments to our operations have significantly reduced our rate of cash consumption. We also completed an equity financing with net proceeds of approximately $9.4 million in November 2003.

"As of December 27, 2003, after completion of our 2003 financing in November 2003, we had working capital of approximately $14 million, including $8 million in cash, cash equivalents and short-term investments, and a receivablesfinancing credit facility of $1.75 million net, of which $1.0 million was outstanding and $0.7 million remained available under this facility. We have limited cash resources, and because of certain regulatory restrictions on our ability to move certain cash reserves from our foreign operations to our U.S. operations, we may have limited access to a portion of our existing cash balances. In addition to the proceeds of our 2003 financing, we currently depend on funds generated from operations and the funds available through our accounts receivable financing arrangements, which we may seek to increase or replace, to meet our operating requirements. As a result, if any of our assumptions are incorrect, we may have insufficient cash resources to satisfy our obligations in a timely manner. We expect our cash ending balance to be approximately $6.0 million at March 27, 2004. Our ability to effectively operate and grow our business is predicated upon certain assumptions, including (i) that our restructuring efforts do effectively reduce operating costs as estimated by management and do not impair our ability to generate revenue, (ii) that we will not incur additional unplanned capital expenditures in fiscal 2004, (iii) that we will continue to receive funds underour existing accounts receivable financing arrangement or a new credit facility, (iv) that we will receive continued timely receipt of payment of outstanding receivables, and not otherwise experience severe cyclical swings in our receipts resulting in a shortfall of cash available for our disbursements during anygiven quarter, and (v) that we will not incur unexpected significant cash outlays during any quarter.

"If our projected revenue or if operating expenses exceed current estimates beyond our available cash resources, we may be forced to curtail our operations, or, at a minimum, we may not be able to take advantage of market opportunities, develop or enhance new products to an extent desirable to execute our strategic growth plan, pursue acquisitions that would complement our existing product offerings or enhance our technical capabilities to fully execute our business plan or otherwise adequately respond to competitive pressures or unanticipated requirements. These actions would adversely impact our business and results of operations."

AIR CANADA: Reports Improved February 2004 Traffic --------------------------------------------------Air Canada mainline flew 7.8 percent more revenue passenger miles (RPMs) in February 2004 than in February 2003, according to preliminary traffic figures. Overall, capacity increased by 9.4 percent, resulting in a load factor of 72.6 percent, compared to73.7 percent in February 2003; a decrease of 1.1 percentage points.

Jazz, Air Canada's regional airline subsidiary, flew 0.8 percent less revenue passenger miles in February 2004 than in February 2003, according to preliminary traffic figures. Capacity increased by 5.5 percent, resulting in a load factor of 59.4 percent, compared to 63.2 percent in February 2003; a decrease of 3.8 percentage points.

"February's overall traffic results were strong even excluding theestimated 3.6 percentage point impact of the extra Leap Year day. Our system load factor of 72.6 percent, in a seasonally slow month, was the second highest among major North American carriers. Domestic traffic rose 8.5 percent on higher transcontinental demand, noteworthy, given the large capacity increases put on by our competitors," said Rob Peterson, Executive Vice President and Chief Financial Officer.

"Growth on our Pacific routes reflected the new service to Delhi, while rapid expansion to South American and leisure Sun destinations in addition to strong demand, drove traffic up 42.2 percent in that market," said Mr. Peterson.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --http://www.aircanada.ca/-- represents Canada's only major domestic and international network airline, providing scheduledand charter air transportation for passengers and cargo. TheCompany filed for CCAA protection on April 1, 2003 (OntarioSuperior Court of Justice, Case No. 03-4932) and Section 304petition with the U.S. Bankruptcy Court for the Southern Districtof New York (Case No. 03-11971). Matthew A. Feldman, Esq., andElizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as theDebtors' U.S. Counsel. When the Debtors filed for protection fromits creditors, they listed C$7,816,000,000 in assets and9,704,000,000 in liabilities.

AYE recently obtained a $200 million unsecured revolving credit facility and $100 million unsecured term loan, with three-year final maturities. These facilities replaced the prior $330 million bank credit facility maturing in 2005. At the same time, AYE's subsidiary Allegheny Energy Supply refinanced material pending maturities of debt with $1.25 billion of new financings with final maturities in 2011. Also, AYE has filed audited annual financial statements for the year-ended Dec. 31, 2003 (Form 10-K), concluding a long process to resolve financial reporting issues. In the aggregate, these recent developments significantly reduce the likelihood of near-term insolvency of AE Supply with adverse consequences for AYE and the affiliated companies. Also, during the course of the past half year AE Supply greatly reduced volatility and liquidity risk through the sale of its western power trading book.

Cash flow from operations resulted in a build-up of cash at AYE and AE Supply in the second half of 2003; even after using $175 million of corporate cash to reduce debt as a part of the refinancing, the group has forecasted its cash on hand at over $300 million at the end of March 2004, and parent level untapped credit availability of $50 million. While AE Supply has no availability under credit lines, AE Supply typically retains material cash balances for its liquidity and working capital needs. Along with operating cash flows going forward, this should provide adequate liquidity for normal operating needs over the next six months given the reduced level of collateral needs and trading activity at AE Supply.

Fitch revised the Outlook of AE Supply to Stable and removed them from Rating Watch Negative last week upon the completion of the refinancing. A more stable financial situation for AE Supply has a stabilizing influence on the credit of the utility subsidiaries of AYE as well, as they are power purchasers and contractual counterparties of AE Supply (West Penn Power and Potomac Edison) or a co-owner of assets (Monongahela Power). As a consequence of the favorable developments noted above, the ratings of AYE and other AYE subsidiaries as detailed below are affirmed and the Outlooks are now Stable, replacing the prior Rating Watch Negative status.

While new management appears to have a handle on the problems at AE Supply and has identified a path to reducing debt leverage, the company faces some ongoing concerns. The management acknowledges continuing material weaknesses in internal controls and it is planning to continue work to improve control systems in 2004. The outages of two major generating units, Hatfield's Ferry and Pleasants Power Station, will reduce operating cash flow in the first half of 2004; failure to bring these units back into operation before summer would cause an operating cash flow deficiency relative to Fitch's current forecast. Furthermore, these outages highlight possible deficiencies in the company's past maintenance procedures or maintenance capital spending that may require higher expenditures in future. AYE's ability to reduce its consolidated debt leverage will depend not only on achieving budgeted operating cash flows but also on uncertain proceeds from either asset sales or equity issuance. The following existing ratings are affirmed and removed from Rating Watch Negative by Fitch: The Rating Outlook is now Stable:

AMERCO: PricewaterhouseCoopers Wants Dismissal Request Stricken---------------------------------------------------------------Early this year, Amerco sought to dismiss PricewaterhouseCoopers' Third Party Complaint -- against Edward and March Shoen, the Amerco Board of Directors and the SAC Entities -- even though the third party complaint does not assert any claims against Amerco.

PwC asks the Superior Court of the State of Arizona, County of Maricopa to strike Amerco's request for dismissal.

Linda J. Smith, Esq., at O'Melveny & Myers LLP, in Los Angeles, California, argues that Amerco has no legal standing to request dismissal. Rule 14 of the Arizona Rules of Civil Procedure provides that only "a person served with the summons and third-party complaint . . . shall made defenses to the third party plaintiff's claim as provided in Rule 12." Amerco was not "served with the summons" in connection with PwC's third party complaint for Amerco is not a third-party defendant. Thus, Amerco cannot file a motion under Rule 12.

To recall, Amerco filed, along with subsidiary U-Haul International, Inc., a $2,500,000,000 complaint against PricewaterhouseCoopers LLP, Michael O. Gagnon, Joseph A. Gross and Carol L. Brosgart, M.D., Terry M. and Gary R. Hulse, Randal S. and Juli Vallen in the Superior Court of the State of Arizona, for Maricopa County, alleging professional negligence, fraud, breach of covenant of good faith and fair dealing, and tortious interference with contract and business expectancy.

Ms. Smith explains that if Amerco believes that it needs to defend against PwC's third party complaint, then its proper course of action would be to file a motion to intervene under Rule 24 of the Arizona Rules of Civil Procedures. The Superior Court could then consider whether Amerco has any interest in the matter. "Absent a motion to intervene, Amerco's motion to dismiss is an unwarranted and unauthorized interference with PwC's third-party complaint," Ms. Smith remarks.

Ms. Smith contends that Amerco's request is nothing more than a rant against PwC. Amerco spends the great majority of its request engaging in a prolonged diatribe against PwC and reciting Amerco's version of PwC's litigation strategy. Rather than addressing the legal sufficiency of the third party complaint, Amerco uses its ill-founded request as an opportunity to accuse PwC of abusing the litigation process. Not satisfied with attacking PwC's counsel's motivations, Amerco uses this opportunity to repeat a litany of alleged transgressions by PwC in other cases, in other states. These false charges are entirely irrelevant to the present case.

In addition, Amerco charges that PwC filed its third party complaint in response to the Superior Court's rulings at the last discovery conference. "This charge is shockingly dishonest," Ms. Smith says. PwC informed Amerco's counsel, prior to the discovery conference, that it intended to file affirmative claims. As Amerco's counsel well knows, those claims were not filed before the discovery conference, and were not discussed publicly, at Amerco's counsel's request and in response to their subsequent confidential overtures.

On May 19, 1989, the Arizona State Bar Board of Governors unanimously adopted the Lawyers Creed of Professionalism. Under the Creed, a lawyer in Arizona promises that he or she will be "courteous and civil in both oral and written communications," and will "refrain from utilizing litigation or any other course of conduct to harass the opposing party." In addition, in the Creed, the lawyer promises to the courts that he or she will "refrain from filing frivolous motions."

The American Bar Association Litigation Section has similarly adopted a set of Guidelines for Conduct. The Guidelines call for lawyers to "treat all other counsel, parties and witnesses in a civil and courteous manner, not only in court, but also in all other written or oral communications," to "abstain from disparaging personal remarks or acrimony toward other counsel, parties or witness" or "attribute bad motives or improper conduct to other counsel."

Ms. Smith asserts that Amerco's request violates the unmistakable duty of every lawyer to exhibit restraint and civility towards the court and opposing counsel.

Independent of the law compelling that Amerco's request be stricken, PwC asks Superior Court Judge Paul A. Katz to strike Amerco's request as immaterial and impertinent for it violates state and national canons of professionalism and civility.

Shoen, et al., Want PwC Sanctioned

Kevin D. Quigley, Esq., at Quarles & Brady Streich Lang LLP, in Phoenix, Arizona, notes that PwC ignored the law and facts, including its own admissions of malpractice, choosing to file an obviously defective and improper Third-Party Complaint. Considering the sophistication of PwC and its counsel, PwC's depth of knowledge regarding Amerco, its officers, directors, affiliates and the SAC-related transactions, and the fact that PwC had and was aware of both the Hulse Memorandum and the transcript of the April 4, 2002 Amerco Audit Committee meeting -- where PwC again confessed its own malpractice -- PwC's decision to file the Third-Party Complaint simply cannot be attributed to a careless or innocent misapplication of Rule 14.

Rather, Mr. Quigley contends, PwC chose to file the Third-Party Complaint to further its litigation strategy of complication, delay and harassment at any expense. PwC's Third-Party Complaint is a patently contrived effort to perform on end-run around both the Bankruptcy Court's Order setting a November 10, 2003 Bar Date and the Civil Court's scheduling and discovery-related Orders. PwC could not bring its claims directly against Amerco, so it chose to expand the litigation by attacking and harassing Amerco's directors and their spouses -- including Helen Lyons, who has been deceased for 13 years. PwC was unsuccessful in convincing the Superior Court to allow it to take over 100 depositions of a minimum of seven hours each, so after the scheduling and discovery-related Orders were in place, and without even advising the Superior Court of its intent to do so, it filed the Third-Party Complaint. "This conduct should be condemned," Mr. Quigley says.

Pursuant to Rule 11 of the Arizona Rules of Civil Procedures and Section 12-349(A) of the Arizona Rights Statutes, Edward and Sylvia Shoen, James and Mary K. Shoes, Charles and Sally Bayer, John and Margaret Brogan, William and Mary Carty, John M. Dodds, Barbara Edstrom, James and Mary Joe Grogan, and M. Frank Lyons ask Superior Court Judge Paul A. Katz to impose sanctions on PwC, including the awarding of their attorneys' fees and costs.

Mr. Quigley relates that pursuant to Arizona Civil Rule 11, by signing the Third-Party Complaint, PwC's counsel certified that, to the best of their "knowledge, information, and belief, formed after reasonable inquiry, that PwC's claims against the Third-Party Defendants are "well grounded in fact and . . . warranted by existing law or a good faith argument for the extension, modification or reversal of existing law" and that the claims are "not interposed for any improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation. . . ."

Arizona Civil Rule 11 sanctions are required if the Superior Court finds that either of these conditions exists:

(i) PwC "knew, or should have known by such investigation of fact and law as was reasonable and feasible under all the circumstances, that the claim or defense was insubstantial, groundless, frivolous or otherwise unjustified;" or

(ii) the Third-Party Complaint was filed "for an improper purpose such as those intended to harass, coerce, extort or delay."

Mr. Quigley insists that PwC's third-party claims against Shoen, et al. are frivolous and they were brought for an improper purpose. Thus, PwC should be sanctioned pursuant to Arizona Civil Rule 11.

Specifically, Mr. Quigley argues, PwC must be sanctioned because:

(a) PwC's third-party fraud claims against Shoen, et al. are factually and legally frivolous for they are not:

-- "well grounded in fact," and

-- "warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law;"

(b) PwC's fraud claims are factually groundless as:

-- Ms. Lyons passed away in 1991;

-- Mr. Carty never signed the Board Resolution that is the subject of PwC's third cause of action;

-- PwC is and was aware of the well-documented reasons why it rendered audit opinions year after year "without taking exceptions to Amerco's practice of keeping the SAC Entities off Amerco's balance sheet." Those reasons have nothing to do with certifications by Edward Shoen of capital contributions or risks and benefits; and

-- PwC's cannot support its conclusory allegations of reliance, or even to plead reasonable reliance;

(c) PwC's third-party claims are not warranted under existing law and there is no good faith arguments for the extension, modification or reversal of existing law; and

(d) PwC filed the Third-Party Complaint against Amerco's Board of Directors for an improper purpose.

Amerco and U-Haul International, Inc. as well as the SAC Third-Party Defendants, join in Shoen, et al.'s request for sanctions against PwC.

(1) Nowhere in Shoen, et al.'s ill-timed attack on the merits of PwC's claims do they deny that they made the misrepresentations that are alleged in PwC's Complaint. Instead, they argue extraneous matter outside the four corners of PwC's Complaint. This is impermissible. Moreover, Shoen, et al. essentially concede that PwC's allegations are "grounded in fact" and thus proper under Rule 11(a) by failing to contest the accuracy of those allegations; and

(2) Shoen, et al. argue that PwC filed its Complaint after the Superior Court's discovery ruling in an effort to circumvent the Superior Court's limitation on the number of depositions that would be permitted on Amerco's claims. This is a dishonest argument. As Amerco well knows, PwC informed it -- well before the Superior Court's discovery ruling -- that it intended to file its Complaint and Amerco asked PwC to refrain from doing so while PwC was considering Amerco's invitation to proceed to mediation.

Accordingly, PwC asks the Superior Court to deny the request for sanctions against it.

AMERCO: S&P Withdraws Ratings Following Emergence from Bankruptcy ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew all ratings on Reno, Nevada-based AMERCO, parent of U-Haul International Inc., including the 'D' corporate credit rating. The rating action follows the company's March 15, 2004, emergence from Chapter 11 bankruptcy protection. Upon emergence, $720 million of unsecured debt was exchanged for $252 million in cash and $467 million in new debt, without dilution to the company's equity.

AMERCO filed for Chapter 11 bankruptcy protection on June 20, 2003. AMERCO's major operating subsidiary, U-Haul International Inc., the largest provider of truck and trailer rentals to retail customers in North America, was not included in the Chapter 11 filing.

AMERCO: Stock Symbol Returns to "UHAL" After Bankruptcy Exit------------------------------------------------------------AMERCO (Nasdaq: UHALQ), the parent company of U-Haul International, Inc., the nation's leader in the do-it-yourself household moving industry, has been notified by Nasdaq that effective with the open of business on Wednesday, March 17, 2004 its trading symbol on the Nasdaq National Market will be changed from UHALQ to UHAL, in recognition of the Company's emergence from Chapter 11.

AMERCO is the parent company of Republic Western Insurance Company, Oxford Life Insurance Company, Amerco Real Estate Company and U-Haul, the nations leading do-it-yourself-moving company with a network of over 14,000 locations in all 50 United States and 10 Canadian provinces. The 58-year old industry giant has the largest rental fleet in the world, with over 93,500 trucks and 85,000 trailers. U-Haul has also been a leader in the storage industry since 1974, with over 340,000 rooms and more than 33 million square feet of storage space and over 1000 facilities in throughout North America.

AMERCO: A.M. Best Upgrades Life Insurance Subsidiaries' Ratings---------------------------------------------------------------A.M. Best Co. has upgraded the financial strength ratings to B- (Fair) from C+ (Weak) of Oxford Life Insurance Company (Oxford Life) (Arizona), Christian Fidelity Life Insurance Company (Texas) and North American Insurance Company (Wisconsin). The rating outlook for all three companies is positive.

The companies are all subsidiaries of AMERCO (Reno, NV) (NASDAQNM: UHALQ), which is the parent of U-Haul International, Inc., the largest truck and trailer rental company in the United States.

The three life/health companies were downgraded last year largely due to the financial difficulties of AMERCO, which filed for Chapter 11 bankruptcy protection in June 2003. With the restructuring of its debt, AMERCO's financial flexibility has improved considerably, enabling it to emerge from bankruptcy. This will also help the stability of the life/health companies, which were negatively impacted by the bankruptcy.

During 2003, all three life/health companies reported operating gains and improved capitalization. Also as part of AMERCO's debt refinancing, all three life/health companies received cash contributions from the parent to replace existing affiliated investments, further bolstering their risk-adjusted capitalization positions.

However, the group still faces numerous challenges after the tumultuous period. In particular, Oxford Life, which had been the primary company in the group selling life insurance and annuity products, will be challenged to regain its previous marketing momentum. Consequently, management is somewhat refining its strategy. While Oxford Life's risk-adjusted capital position did improve over the past year, it remains at a relatively modest level.

For current Best's Ratings, independent data and analysis on more than 1,050 health companies and more than 130 HMO industry composites, visit http://www3.ambest.com/health/

A.M. Best Co., established in 1899, is the world's oldest and most authoritative insurance rating and information source. For more information, visit A.M. Best's Web site at http://www.ambest.com/

"The ratings on America West reflect risks relating to the adverse airline industry environment, a weak balance sheet, and limited financial flexibility," said Standard & Poor's credit analyst Betsy Snyder. America West Holdings' major subsidiary is America West Airlines Inc., the eighth-largest airline in the U.S, with hubs located at Phoenix and Las Vegas. America West benefits from a low cost structure, among the lowest in the industry. However, it competes at Phoenix and Las Vegas against Southwest Airlines Co., the other major low-cost, low-fare operator in the industry and financially the strongest. As a result of the competition from Southwest, as well as America West's reliance on lower-fare leisure travelers, its revenues per available seat mile also tend to be among the lowest in the industry. In addition, America West Holdings owns the Leisure Co., one of the nation's largest tour packagers.

In January 2002, the company received proceeds from a $429 million loan, 90% of which was guaranteed by the federal government under the Air Transportation Stabilization Act, which enabled it to avert filing for Chapter 11 bankruptcy protection. As part of this process, the company completed arrangements for over $600 million in concessions, financing, and other assistance. These actions have allowed it to maintain its relatively low cost structure relative to the industry. The company has been profitable since the second quarter of 2003, aided by its low costs and improving pricing, trends which are expected to continue over the near to intermediate term. This has resulted in an improving financial profile, albeit still relatively weak. In addition, the company's financial flexibility is expected to remain limited. Although it had $517 million of unrestricted cash at Dec. 31, 2003, it has no bank facilities and a substantial portion of its assets are encumbered.

America West's earnings are expected to continue to benefit from its low cost structure and an improving revenue environment. However, the company's credit profile will continue to be constrained by its heavy operating lease burden that has been used to finance new aircraft deliveries.

AMR CORP: Resale Registration Statement Declared Effective----------------------------------------------------------AMR Corporation (NYSE: AMR) and its subsidiary American Airlines, Inc. announced that the registration statement on Form S-3 they have filed with the Securities and Exchange Commission, relating to $300,000,000 principal amount of AMR Corporation's outstanding 4.25% Senior Convertible Notes due 2023 which were issued in a private placement in September 2003, has been declared effective by the SEC.

This resale registration statement was filed in satisfaction of registration rights granted to the selling security holders. AMR and American Airlines will not receive any of the proceeds from any resale of the notes or the common shares issuable upon conversion of the notes.

About American Airlines

American Airlines is the world's largest carrier. American, American Eagle and the AmericanConnection(R) regional carriers serve more than 250 cities in over 40 countries with more than 3,900 daily flights. The combined network fleet numbers more than 1,000 aircraft. American's award-winning Web site, AA.com, provides users with easy access to check and book fares, pluspersonalized news, information and travel offers. American Airlines is a founding member of the oneworld(TM) Alliance.

As reported in the Troubled Company Reporter's February 13, 2004 edition, Standard & Poor's Ratings Services assigned its 'CCC' rating to AMR Corp.'s $300 million senior convertible notes due 2024 (guaranteed by subsidiary American Airlines Inc.; both rated B-/Stable/--), a Rule 415 shelf drawdown. The rating is two notches below the corporate credit rating of AMR, because the large amount of secured debt and leases relative to AMR's owned and leased asset base places senior unsecured creditors in an essentially subordinated position.

The 'B-' corporate credit ratings on AMR Corp. and American Airlines Inc. reflect a weak financial profile following several years of huge losses, heavy upcoming debt and pension obligations, and participation in the competitive, cyclical, and capital-intensive airline industry. An improved cost structure following substantial labor concessions and adequate near-term liquidity are positives.

ARLINGTON HOSPITALITY: Reaches Temporary Pact with Hotel Landlord-----------------------------------------------------------------Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development and management company, announced a temporary letter agreement with the landlord of 21 AmeriHost Inn hotels operated by the company, and February 2004 same-room operating results for the AmeriHost Inn hotels in which the company has an ownership interest. The February 2004 same-room results include 55 AmeriHost Inn hotels which have been opened for at least 13 months.

Temporary Agreement with PMC Commercial Trust

As previously announced, the company had entered into discussions with PMC Commercial Trust (AMEX: PCC), regarding 21 AmeriHost Inn hotels owned by PMC, which are leased and operated by a wholly-owned subsidiary of Arlington Hospitality. The company seeks to restructure the lease agreements, in order to improve operating results and cash flow with respect to these hotels, and to agree on a plan that would transfer these hotels to other operators through the sale of the properties.

On March 12, 2004 the company, through the wholly-owned subsidiary, entered into a temporary letter agreement with PMC, which expires on April 30, 2004. The temporary letter agreement provides that base rent will continue to accrue at the rate of approximately $445,000 per month, as set forth in the lease agreements; however, the base rent payments required to be paid on March 1, 2004 and April 1, 2004 were reduced to approximately $360,000 per month, with the March 1, 2004 payment being due and payable upon execution of the temporary letter agreement. In addition, the company's subsidiary was allowed to utilize $200,000 of its security deposit held with PMC to fund these payments.

Upon the expiration of the temporary letter agreement on April 30, 2004, the deferred portion of the base rent (approximately $170,000) will be payable, and the security deposit is to be restored to its March 12, 2004 balance. The temporary letter agreement also resolved all material outstanding open issues existing between the company's subsidiary and PMC regarding capital expenditure escrow account contributions and reimbursements, and provided for the gathering and sharing of certain information regarding a possible restructuring of the lease.

The company and PMC are in ongoing discussions regarding such a possible restructuring of the lease. While the objective is to reach a restructured agreement prior to the expiration of the temporary letter agreement, there can be no assurance that the leases will be restructured on terms and conditions acceptable to the company and its subsidiary, if at all, or that a restructuring will improve operations and cash flow, or provide for the sale of the hotels to third party operators.

February Results

Same-room revenue per available room (RevPAR) in February 2004 decreased 0.7 percent to $27.89, compared to February 2003. Occupancy decreased 3.7 percent to 49.2 percent, and average daily rate (ADR) increased 3.0 percent to $56.67. However, total room revenue on a same-room basis for the month of February 2004 compared to February 2003 increased 2.8 percent as a result of the extra day for leap year in 2004.

According to Smith Travel Research, preliminary results for February 2004 indicate that RevPAR for the midscale without food and beverage segment of the lodging industry will improve between 2 and 4 percent, compared to February 2003.

Sales/Development Activity

The company did not sell any hotels since its last sales development update. Currently, the company has six hotels under contract for sale, which are expected to be consummated within the next six months. When the company has hotels under contract for sale, even with nonrefundable cash deposits in certain cases, certain conditions to closing remain, and there can be no assurance that these sales will be consummated as anticipated.

For more information regarding Arlington's hotels for sale and development opportunities either on a joint venture or turnkey basis, contact Stephen Miller, Senior Vice President - Real Estate and Business Development via email at stevem@arlingtonhospitality.com, or by telephone at (847) 228-5401, ext. 312.

About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management company that builds, operates and sells mid-market hotels. Arlington is the nation's largest owner and franchisee of AmeriHost Inn hotels, a 103-property mid-market, limited-service hotel brand owned and presently franchised in 22 states and Canada by Cendant Corporation (NYSE: CD). Currently, Arlington Hospitality, Inc. owns or manages 64 properties in 17 states, including 57 AmeriHost Inn hotels, for a total of 4,655 rooms, with additional AmeriHost Inn & Suites hotels under development.

ASSISTED LIVING: Posts $2.6 Million Net Loss for December Quarter -----------------------------------------------------------------Assisted Living Concepts, Inc. (OTCBB:ASLC), a national provider of assisted living services, announced financial results for the year and quarter ended December 31, 2003.

Net income for the year ended December 31, 2003 was $157,000, or $0.02 per share, after recording a $3 million charge related to the early retirement of certain debt, as compared to a net loss of $4.4 million, or $(0.68) per share, for the year ended December 31, 2002. Operating income, after interest and other expense, was $4.3 million for 2003, compared to a loss of $3.1 million for 2002. Revenue increased 9.3% to $168 million for the year ended December 31, 2003 versus $153.7 million for 2002.

For the quarter ended December 31, 2003, the Company incurred a net loss of $2.6 million or $(0.40) per share, which included the $3.0 million charge for early retirement of debt, as compared to net income of $229,000, or $0.04 per share for the comparable period in 2002. Operating income, after interest and other expense, was $1.1 million for the quarter ended December 31, 2003, compared to $337,000 for the comparable period in 2002. Revenue increased 6.7% to $42.5 million for the three months ended December 31, 2003 versus $39.8 million for the comparable period of 2002.

In December 2003, the Company refinanced its Junior and Senior Secured Notes and a secured loan provided by GE Capital, which had a total principal balance of approximately $90.5 million at the refinancing date, with a $ 38.4 million term loan from Red Capital, as lender for Fannie Mae, and a new $50 million loan from GE Capital.

The loan from Red Capital has a fixed interest rate of 6.24%. The loan from GE is comprised of a $35 million term loan and a $15 million revolving loan, both of which accrue interest at LIBOR plus 4.0% and have an initial interest rate of 5.75%. The Company's weighted average interest rate is expected to decrease 160 basis points to 5.76% in 2004, based on the initial balance of $7 million outstanding under the GE revolver and the initial interest rate, which are subject to change.

"Our dedicated employees have continued to deliver quality care and services to our residents, which has improved earnings and cash flow," said Steven L. Vick, President and Chief Executive Officer. "We are also very pleased with the new loans, which will not only lower our interest expense substantially, but will provide increased financial flexibility."

Assisted Living Concepts, Inc. operates 177 owned and leased assisted living residences with 6,838 units for older adults who need help with the activities of daily living, such as eating, bathing, dressing and medication management. In addition to housing, the Company provides personal care, support services, and nursing services according to the individual needs of its residents, as permitted by state law. This combination of housing and services provides a home-like setting and cost efficient alternative that encourages independence for individuals who do not require the broader array of medical and health services provided by skilled nursing facilities. The Company operates residences in Oregon, Washington, Idaho, Nebraska, Iowa, Arizona, Texas, New Jersey, Ohio, Pennsylvania, Indiana, Louisiana, Michigan and South Carolina.

* * *

Liquidity and Capital Resources

In its most recent Form 10-Q filed with the Securities and Exchange Commission, Assisted Living reports:

"At September 30, 2003, we had working capital of $1.1 million and unrestricted cash and cash equivalents of $10.9 million.

"Net cash provided by operating activities was $7.3 million during the nine months ended September 30, 2003. The primary sources were net income of $2.8 million and $5.1 million for depreciation and amortization.

"Net cash provided by investing activities was $5.1 million during the nine months ended September 30, 2003. The primary sources were the release of $4.3 million of restricted cash related to the amended agreements with U.S. Bank and the sale of properties for $2.6 million. These sources were offset by purchases of property and equipment totaling $2.5 million.

"Net cash used in financing activities was $8.7 million during the nine months ended September 30, 2003, all of which related to payments on long-term debt. Of this amount, $4.3 million released from U.S. Bank was used to partially pay down the amount outstanding on the G.E. Capital Credit Facility.

"Related to the New Notes, in June 2003 the Company received a notice of default from the Trustee indicating that the Company failed to comply with a non-financial covenant under the Indentures pertaining to the New Notes that requires the Company to deliver an annual opinion stating that all filings, recordings or other actions that are necessary to maintain the Liens under the Collateral Documents (as such terms are defined under the Indentures pertaining to the New Notes) have been done, or that no such action is required. The Company has delivered the required annual opinions to the Trustee and has received notice from the Trustee that the Default referenced in the Notice has been cured.

"In July 2003, the Company completed an open market purchase of a portion of the Company's outstanding 10% Senior Secured Notes due 2009 and Junior Secured Notes due 2012. The transaction included the purchase of $147,889 principal amount of Senior Secured Notes and $34,178 principal amount of Junior Secured Notes. Because the purchase of the Junior Notes is not permitted under the Indentures and constitutes a Default there under, and the purchase of the Senior Notes may not be permitted and could constitute Default there under, although this issue is not clear, the Company cancelled the purchase transaction with the seller in September 2003.

"The Company has a series of reimbursement agreements with U.S. Bank for letters of credit that secure certain of our Revenue bonds payable, which total approximately $23.9 million as of September 30, 2003. An amendment to these agreements signed in September 2003 released $4.3 million of previously restricted cash to the Company, extended the expiration of the letters of credit to January 2005, amended the annual fees to be 2% of the stated amount of the letters of credit, and set in place new financial covenants. The Company was in compliance with these new covenants at September 30, 2003. Failure to comply with these covenants would constitute an event of default, which would allow U.S. Bank to declare any amounts outstanding under the loan documents to be due and payable. Any such default could have a material adverse effect on the Company.

"Our credit agreements with U.S. Bank contain certain restrictive and financial covenants, including certain financial ratios. The agreements also require us to deposit $500,000 in cash collateral with U.S. Bank in the event certain regulatory actions are commenced with respect to the properties securing our obligations to U.S. Bank. U.S. Bank is required to release such deposits upon satisfactory resolution of the regulatory action. As of the date of this filing, no such deposits have been required.

"The Company leases 37 of its facilities, representing 1,426 units, from LTC Properties, Inc. In accordance with the Company's plan of reorganization, effective January 1, 2002, the Company entered into a Master Lease Agreement with LTC under which 16 leases were consolidated. This Master Lease Agreement provides for aggregate rent reductions of $875,000 per year and restructures the provision related to minimum rent increases for the 16 properties for the initial remaining term. The Master Lease Agreement and other LTC lease agreements also provides LTC with the option to exercise certain remedies, including the termination of the Master Lease Agreement and the other LTC leases, upon the occurrence of an Event of Default. A change of control of the Company is deemed to be an Event of Default. A change of control is deemed to occur if, among other things, (i) any person, directly or indirectly, is or becomes the beneficial owner of thirty percent (30%) or more of the combined voting power of the Company's outstanding voting securities, (ii) the stockholders approve under certain conditions a merger or consolidation of the Company with another corporation or entity, or (iii) the stockholders approve a plan of liquidation or sale of all or substantially all of the assets of the Company. If the surviving entity has a net worth of $75 million or more, the change of control does not constitute an Event of Default. In addition, there are cross default provisions in the LTC leases. At the same time that the Company entered into the Master Lease Agreement, it also amended 16 other leases with LTC under which the renewal rights of certain of those leases are tied together differently than previously with certain other leases.

"An Event of Default under the LTC leases including a change of control of the Company that resulted in the termination of the LTC leases would significantly impair the Company's cash flow from operations and could have a material adverse effect on the Company.

"Under the Senior Notes and Junior Notes the Company is required to make an offer to repurchase the Senior Notes and the Junior Notes upon the occurrence of a change of control of the Company. A change of control as defined in the Indentures includes, among other things, the acquisition by any person or group of beneficial ownership greater than 50% of the total voting power of the common stock of the Company. The Change of Control Offer must be at a price equal to 101% of the principal amount of the Senior Notes and Junior Notes, together with accrued and unpaid interest. The occurrence of a change of control under the Indentures could have a material adverse effect on the Company.

"As indicated in Amendment No. 9 to Schedule 13D/A, filed with the SEC on June 13, 2003 on behalf of BRU Holding Co., LLC, BET Associates, L.P., and Bruce E. Toll, Bruce Toll has acquired beneficial ownership of 1,110,426 shares (17.26%) of common stock of the Company. The Filing Persons further indicated that they have acquired the Company's securities for investment purposes but are currently re-evaluating their position and possible alternative future courses of action, including the possibility of seeking to acquire control of the Company, although no specific plan or proposal has been formulated. According to Amendment No. 12, to Schedule 13D/A, filed with the SEC on October 20, 2003, Bruce Toll has acquired beneficial ownership of 1,795,161 shares of common stock of the Company, or 27.91% of the Company's common stock, (based on 6,431,925 shares of common stock outstanding) and the Filing Persons have no intent to purchase additional shares which would increase their beneficial ownership percentage in excess of 29.9%. In the event the Filing Persons purchase a block of 50,000 or more shares of common stock during the period from September 18, 2003 through September 17, 2004, Mr. Toll as agreed to purchase an additional 557,214 shares of common stock from National Healthcare Investments, Inc. at the highest amount paid for a block of 50,000 or more shares of common stock during such twelve-month period. W. Andrew Adams, the Company's Chairman of the Board, is President, Chief Executive Officer and Chairman of the Board of Directors of National Healthcare Investments, Inc.

"Certain of our leases and loan agreements, including the LTC leases, contain covenants and cross-default provisions such that a default on one of those agreements could cause us to be in default on one or more other agreements which would have a material adverse effect on the Company.

"Our ability to make payments on and to refinance any of our indebtedness, to satisfy our lease obligations and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

"Based upon our current level of operations, we believe that our current cash on hand and expected cash flow from operations are sufficient to meet our liquidity needs for at least the next twelve months.

"There can be no assurance, however, that our business will generate sufficient cash flow from operations, or that currently anticipated cost savings and operating improvements will be realized on schedule, both of which may be necessary to enable us to pay our indebtedness, to satisfy our lease obligations and to fund our other liquidity needs. As a result, we may need to refinance all or a portion of our indebtedness, on or before maturity. There can be no assurance that we will be able to refinance any of our indebtedness, on commercially reasonable terms or at all."

ATRIUM PLAZA: Asset Sale Hearing Set for March 24, 2004-------------------------------------------------------On February 4, 2004, the U.S. Bankruptcy Court for the District of Connecticut authorized the Chapter 11 Trustee for Atrium Plaza Health Care Center, Inc., to sell the debtor's assets -- a 240-bed Nursing Home located in new Haven, Connecticut -- free and clear of all liens and encumbrances.

Bid packages and information concerning the nursing home can be obtained from the Trustee:

BAYOU STEEL: Rejects Unsolicited Offer from Bayou Steel Properties------------------------------------------------------------------Bayou Steel Corporation's Board of Directors has rejected an unsolicited tender offer from Bayou Steel Properties Limited, a corporation unrelated to the Company, after a thorough review and consultation with its legal advisers. On March 10, 2004, Bayou Steel Properties Limited launched a tender offer for all outstanding shares of the Company's common stock at a price of $2.50 per share.

The Board of Directors stated as reasons for its determination that Bayou Steel Properties Limited's offer is a financially inadequate proposal that is not in the best interests of the Company or its shareholders.

The Board said in its response that:

-- Recent reported quotations for the Company's common stock in the range of $17 per share and $22 per share are substantially in excess of the $2.50 per share offered by Bayou Steel Properties Limited.

-- Recent reported quotations for the Company's debt securities support a common stock value significantly in excess of the $2.50 per share offered by Bayou Steel Properties Limited. Prior to their cancellation as part of the Company's emergence from bankruptcy on February 18, 2004, the Company's 9.5% First Mortgage Notes due 2008, $120,000,000 aggregate principal amount outstanding, were quoted in the range of 52% to 55% of principal amount. Pursuant to the Company's bankruptcy plan, holders of the 9.5% First Mortgage Notes due 2008 received in the aggregate $30,000,000 principal amount of the Company's 9.5% First Mortgage Notes due 2011 and 2,000,000 shares of common stock, which represent all of the currently issued and outstanding common stock. Following the Company's emergence from bankruptcy, the Company's 9.5% First Mortgage Notes due 2011 have been quoted in the range of 98.5% to 100.5% of principal amount.

-- The Company's projected operating profit and projected income before income tax support a common stock value significantly in excess of the $2.50 per share offered by Bayou Steel Properties Limited. Included as part of the Company's First Amended Disclosure Statement for its Bankruptcy Plan, dated December 22, 2003, were projections of consolidated operating profit and income before income tax for fiscal years 2004, 2005 and 2006.

-- The Company has made good financial and operating progress since emerging from bankruptcy. The management team remains in place and has reported to the Board on the Company's improving results since emergence

The Company's Interim Chairman Charles McQueary said, "There is virtually no rationale for accepting this offer, which would provide inadequate value for shareholders. We are confident that our continued focus on improving operating results will result in future opportunities to enhance value and liquidity for our shareholders."

Bayou Steel Corporation manufactures light structural and merchant bar products in LaPlace, Louisiana and Harriman, Tennessee. The Company also operates stocking locations along the inland waterway system near Pittsburgh, Chicago and Tulsa.

CABLE SATISFACTION: Creditors Approve CCAA Plan at Mar. 16 Meeting------------------------------------------------------------------Richter & Associes Inc., in its capacity as Monitor and Interim Receiver of Cable Satisfaction International Inc. pursuant to proceedings filed by CSII under the Companies' Creditors Arrangement Act, announced that at the meeting of Creditors held on March 16, the Creditors approved the Second Amended and Restated Plan of Arrangement and Reorganization. The meeting was subsequently adjourned to March 24, 2004, at 10:30 a.m.

The orders rendered under the CCAA in respect of CSII, the Monitor's Reports and related materials are available on Richter's Web site at http://www.richter.ca/

CALPINE: Executes 20-Year Purchased Power Pact with Xcel Energy---------------------------------------------------------------Calpine Corporation (NYSE: CPN) entered into a 20-year purchased power agreement to provide 365 megawatts of electric power to Xcel Energy (NYSE: XEL) to help meet growing energy needs in the Upper Midwest.

The agreement, which is subject to approval from the Minnesota Public Utilities Commission, was awarded to Calpine following a power supply bidding process initiated by Xcel Energy in late 2001. Under the contract, Calpine will build, own and operate a new electric power plant to be located in Mankato, Minnesota.

"Our new agreement builds on the success we have had helping Xcel Energy meet its energy needs in Colorado, and continues Calpine's strategy of placing the output of our generating assets under long-term contract," said Calpine vice president Jim Shield. "We realize Xcel Energy chose Calpine from among a range of competing alternatives and we appreciate their continued confidence in our ability to be a low-cost and reliable provider of electric powerproducts and services."

In Colorado, Calpine currently supplies 300 megawatts of power to Xcel Energy from the Blue Spruce Energy Center and will supply 600 megawatts of power from the Rocky Mountain Energy Center. Both contracts are for terms of ten years.

Said David Eves, Xcel Energy's vice president for resource planning and acquisition, "Calpine's proposed plant is a good fit with other projects in the generation portfolio that resulted from Xcel Energy's solicitation of proposals to meet the growing energy needs of our 1.5 million electricity customers in Minnesota and neighboring states."

The Minnesota contract includes a requirement for 280 megawatts ofintermediate power plus an additional 85 megawatts of peaking capability, for service beginning in 2006. The new 365-megawatt Mankato Power Plant will include a combined-cycle design with integrated peaking capability, ensuring that it will be a cost-effective, flexible and reliable supply resource for Xcel Energy and its customers throughout the 20-year term of the agreement.Calpine expects to utilize project financing for the majority of the capital costs. Most of Calpine's equity in the project will be through the use of a natural gas combustion turbine and steam turbine from its existing inventory.

About Xcel Energy

Xcel Energy is a major U.S. electricity and natural gas company, with regulated operations in 11 Western and Midwestern states. Xcel Energy provides a comprehensive portfolio of energy-related products and services to 3.3 million electricity customers and 1.8 million natural gas customers through its regulated operating companies. In terms of customers, it is the fourth-largest combination natural gas and electricity company in the nation. Company headquarters are located in Minneapolis. More information is available at http://www.xcelenergy.com/

About Calpine

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Noteand B Second Priority Senior Secured Note Ratings, NegativeOutlook), celebrating its 20th year in power in 2004, is aleading North American power company dedicated to providing electric power to wholesale and industrial customers from clean, efficient, natural gas-fired and geothermal power facilities. The company generates power at plants it owns or leases in 21 states in the United States, three provinces in Canada and in the United Kingdom, and construction will begin this year on the company'sfirst project in Mexico. Calpine is also the world's largest producer of renewable geothermal energy, and owns or controls approximately one trillion cubic feet equivalent of proved natural gas reserves in the United States and Canada. The company was founded in 1984 and is publicly traded on the New York Stock Exchange under the symbol CPN. For more information about Calpine, visit http://www.calpine.com/

Caravelle Investment Fund, L.L.C. is a market value collateral debt obligation that closed in July 1998. The fund is managed by Trimaran Advisors L.L.C. a New York based investment manager.

At Oct. 10, 2002, the fund failed its class D overcollateralization (OC) test due to markdowns on publicly traded loans and bonds, as well as the investment manager's write down of special situation portfolio assets. Given the fund's failure to cure the class D OC test within a 10-day cure period, the fund formally hit an event of default. Fitch downgraded the original ratings of the class C and D notes on Nov. 19, 2002 to 'B' and 'CCC' from 'BB' and 'B', respectively.

On March 21, 2003, the class B noteholders approved a limited waiver, which set the guidelines for conducting an orderly liquidation of the fund's assets and repayment of the revolving credit facility and the class A notes by Dec. 31, 2003, which was completed within that time frame. The rating action on the revolving facility and the class A notes to PIF reflects the fund's completion of the payment in full of the revolving credit facility and the class A notes, as outlined in the Limited Waiver.

In order to pay down the revolving credit facility and the class A notes the investment manager used a combination of cash from the balance sheet and proceeds from the sale and disposition of mostly liquid assets. As of Feb. 29, 2004, the remaining assets in the collateral pool consisted primarily of mezzanine debt, private equities, CDO investments and one leveraged loan. Additionally, the seven largest assets represented more than 78% of the total market value of the portfolio. Two CDO investments were the second and third largest exposures, comprising approximately 31% of the total market value of the portfolio. At this time there is limited liquid collateral supporting the class B, C and D notes.

While Trimaran has been successful at opportunistically liquidating positions to pay down the revolving credit facility and the class A notes, the limited liquidity of the remaining portfolio assets may create additional challenges in monetizing the portfolio. and special situation assets all contributed to the improved NAV. At the beginning of the year, the special situation portfolio realized notable gains due to sales of more mature investments. Although additional gains may be taken on certain special situation assets due to recently updated appraisals, the portfolio manager prefers to remain conservative on the valuations and will not reflect these higher collateral values. The fund has improved its over-collateralization cushion from a year ago. As of the July 30, 2002 valuation date, the discounted collateral value of the portfolio covered the revolver and class A notes at 124.1%. At the July 30, 2003 valuation date, the discounted collateral value of the portfolio covered the revolver and class A notes at 156.4%. Similar improvements in coverage were observed at the class B, C, D and E levels as well. At the July 30, 2002 valuation date, the discounted collateral value covered the class B, C, D and E notes at 114.2%, 111.4%, 106.2%, and 103.1%, respectively, which increased to 136.3%, 127.4%, 119.3% and 114.7%, respectively, at the July 30, 2003 valuation date. Based on the illiquid nature of the majority of the remaining portfolio investments supporting the class B, C and D notes, Fitch has downgraded the rated liabilities of Caravelle Investment Fund, L.L.C.

CINCINNATI BELL: S&P Places Low-B Credit Rating on Watch Negative----------------------------------------------------------------- Standard & Poor's Ratings Services placed the ratings of incumbent local exchange carrier Cincinnati Bell Inc., including the 'B+' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows Cincinnati Bell's disclosure that it would be under default of its agreement for the $922 million bank credit facility when it restates its financial statements from 2000 through 2003.

The restatement, which was triggered by a class action securities lawsuit filed in December 2003 that subsequently resulted in an investigation by the company's audit committee, is the consequence of its now-divested broadband unit's early recognition of some revenues and costs relating to a network construction contract. "Because reversal of these items would result in changes to past revenues, cost of services and products, and net income, a technical default is triggered, as certain representations and warranties would no longer be correct," explained Standard & Poor's credit analyst Michael Tsao. A majority waiver from bank lenders is required to cure the default and cross-default with certain other indebtedness. In resolving the CreditWatch listing, even with the necessary waiver obtained, Standard & Poor's will examine any further potential ramifications from the restatement and, separately, deleveraging prospects.

CINEMARK USA: S&P Revises Outlook to Negative Citing Debt Increase ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its ratings on Cinemark USA Inc., including its 'B+' corporate credit rating. At the same time, Standard & Poor's revised its outlook on the company to negative from positive. The action is based on plans to increase debt to partially fund the purchase of a majority of its common stock by affiliates of Madison Dearborn Partners LLC.

The Plano, Texas-based movie theater chain is expected to have about $1 billion in pro forma debt, including the proposed $360 million discount notes to be issued by its parent company, Cinemark Inc. Ratings on the new notes and a potentially larger bank facility will be assigned upon further analysis and disclosure of the expected terms.

"The proposed sale and related financing will reverse the improvement in the company's leverage over the past two years, but Cinemark's credit profile should remain consistent with a 'B+' corporate credit rating," according to Standard & Poor's credit analyst Steve Wilkinson. He continued, "Lease-adjusted debt will rise about 25% and debt to EBITDA will increase to about 6.3x on a pro forma basis. Standard & Poor's expects Cinemark's leverage to gradually decrease over the next few years as EBITDA grows from moderate expansion activity and as discretionary cash flow is used to reduce debt ahead of schedule. The prepayment of debt will be important to offset debt and leverage increases from the accretion of the proposed discount notes and to maintain covenant compliance."

The rating on Cinemark reflects its somewhat aggressive financial profile as well as its quality theater circuit, favorable operating performance relative to its peers, and profitable non-U.S. operations. The ratings also consider the mature and highly competitive nature of the motion picture exhibition industry.

CORRPRO: Shareholders Approve Refinancing & Recapitalization Plan-----------------------------------------------------------------Corrpro Companies, Inc. (Amex: CO) announced that its shareholders voted to approve all of the proposals relating to Corrpro's plan of refinancing and recapitalization at a special shareholders' meeting. Over two-thirds of the outstanding shares of the Company were voted in favor of each of the proposals. Of the shares voting, approximately 90% were voted to approve the proposed transactions.

The proposed refinancing and recapitalization plan includes a $13 million cash investment by an entity controlled by Wingate Partners III, L.P. in return for a new issue of preferred stock and warrants to acquire 40% of the fully-diluted common stock of the Company at a nominal exercise price. As part of the refinancing plan, CapitalSource Finance LLC has agreed to provide to the Company a $40 million senior secured credit facility, subject to the satisfaction of certain customary closing conditions, consisting of a revolving credit line, a term loan with a five-year maturity and a letter of credit sub-facility. In addition, American Capital Strategies Ltd. (Nasdaq: ACAS) has agreed to provide $14 million of secured subordinated debt to the Company, subject to the satisfaction of certain customary closing conditions, and will receive warrants to acquire 13% of the fully diluted common stock of the Company at a nominal exercise price.

"We appreciate the overwhelming support that our shareholders demonstrated by voting to approve the proposed transactions," commented Joseph W. Rog, Corrpro's Chairman, CEO and President. "While completion of the refinancing and recapitalization is subject to a number of closing conditions, gaining shareholder approval of this plan is one of the most important milestones in our progress to establish a stable long term capital structure and position the Company for future growth."

The Company plans to complete the refinancing and recapitalization transaction by March 31, 2004, the date on which substantial principal payments will become due under the Company's existing senior debt arrangements. The Company is working diligently with representatives of Wingate, CapitalSource and American Capital to finalize the new financing documents and prepare for the closing of the transactions, which are subject to the satisfaction of a number of closing conditions The Company believes, but cannot assure, that the transactions will be consummated on or before March 31, 2004.

Corrpro, headquartered in Medina, Ohio, with offices worldwide, is a leading provider of corrosion control engineering services, systems and equipment to the infrastructure, environmental and energy markets around the world. Corrpro is the leading provider of cathodic protection systems and engineering services, as well as a leading supplier of corrosion protection services relating to coatings, pipeline integrity and reinforced concrete structures.

CYDSA S.A.: Banks Agree to Extend US$192.6 Million Debt Payment ---------------------------------------------------------------On March 16, 2004, Cydsa, S. A. de C.V. (CYDSA) and its subsidiaries signed an agreement with creditor banks extending principal payments on US$192.6 million of the Company's debt. The agreement establishes escalating principal amortizations beginning on March 31, 2004, and ending in 2011. This agreement provides for the updating of all of CYDSA's financial commitments with creditor banks.

Commenting on the securitization, Hugh Miller, President and Chief Executive Officer stated, "We are extremely pleased with the demand by investors, which helped translate into some of the lowest cost of funds to date. In addition, this deal is more than twice as large as our securitization in the first quarter of 2003."

The securitization was structured as an on-balance sheet financing which recognizes the related revenue as net interest income (interest income on the mortgage loans less interest expense on the bond financing) is received over the life of the loans, instead of recording virtually all of the income upfront as a gain on sale of mortgage loans as the Company's prior structures required under SFAS No. 140. Delta plans to continue to utilize this securitization structure, which eliminates gain-on-sale accounting treatment, and account for all its future securitization transactions as financings. Consequently, income that would have otherwise been recognized up front in 2004 as net gain on sale of mortgage loans will now be recognized as net interest income over time. As the Company transitions to portfolio-based accounting from gain-on-sale accounting, it expects to record negative earnings throughout 2004 while it builds the size of its portfolio generating net interest income. Generally, the larger the portfolio of loans generating net interest income, the higher the Company's earnings will be. The Company anticipates recording positive earnings in 2005, with the expectation of further increasing earnings in 2006, as the size of the Company's on balance sheet loan portfolio, and the net interest income generated from the loan portfolio, increases. The Company believes structuring (and therefore accounting for) securitizations as financings will help provide a more consistent source of income from these transactions in future years.

Mr. Miller concluded, "We expect our core originations business to remain strong. Our plans for continued growth are on track and, as previously stated, we fully expect to originate in excess of $2.0 billion in loans in 2004."

About the Company

Founded in 1982, Delta Financial Corporation is a Woodbury, New York-based specialty consumer finance company that originates, securitizes and sells non-conforming mortgage loans. Delta's loans are primarily secured by first mortgages on one- to four-family residential properties. Delta originates home equity loans primarily in 26 states. Loans are originated through a network of approximately 1,700 independent brokers and the Company's retail offices. Since 1991, Delta has sold approximately $9.3 billion of its mortgages through 38 securitizations.

* * *

In its Form 10-Q filed with the Securities & Exchange Commission, Delta Financial corporation reports:

LIQUIDITY AND CAPITAL RESOURCES

"We require substantial amounts of cash to fund our loan originations, securitization activities and operations. We have organically increased our working capital over the last eight quarters. In the past, however, we operated generally on a negative cash flow basis. Embedded in our current cost structureare many fixed costs, which are not likely to be significantly affected by a relatively substantial increase in loan originations. If we can continue to originate a sufficient amount of mortgage loans and generate sufficient cash revenues from our securitizations and sales of whole loans to offset our current cost structure and cash uses, we believe we can continue to generate positive cash flow in the next several fiscal quarters. However, there can be no assurance that we will be successful in this regard.

"Historically, we have financed our operations utilizing various secured credit financing facilities, issuance of corporate debt (i.e., Senior Notes), issuances of equity, and the sale of interest-only certificates and/or NIM notes and mortgage servicing rights sold in conjunction with each of oursecuritizations to offset our negative operating cash flow and support our originations, securitizations, and general operating expenses.

"To accumulate loans for securitization or sale, we borrow money on a short-term basis through warehouse lines of credit. We have relied upon a few lenders to provide the primary credit facilities for our loan originations and at September 30, 2003, we had two warehouse facilities for this purpose. Both credit facilities have a variable rate of interest and, as of September 30, 2003, were due to expire in May 2004. In October 2003, our warehouse financing providers each increased their commitment amounts to $250.0 million, from $200 million and lowered the financing rate. In addition, we extended the maturity date for one of the facilities to October 2004.

"There can be no assurance that we will be able to either renew or replace these warehouse facilities at their maturities at terms satisfactory to us or at all. If we are not able to obtain financing, we will not be able to originate new loans and our business and results of operations will be materially and adversely affected."

DIVERSIFIED UTILITY: Declares Monthly Distribution Payable April----------------------------------------------------------------The Board of Directors of SMP Limited in its capacity as Trustee for Diversified Utility Trust (TSX:DUT.UN) has declared a cash distribution of $0.1200 per Trust Unit payable on April 15, 2004, to holders of record at the close of business on March 30, 2004.

Unitholders are entitled to receive cash distributions as declared by the Trustee of the Trust. The Trustee intends to declare and pay equal monthly distributions based on expected levels of annual dividends, distributions, and interest income generated by the Portfolio less expected annual expenses.

The Trust is scheduled to be terminated on April 15, 2004. Written notice of termination has been given by SMP Limited, Trustee of the Trust on March 11, 2004.

As previously announced, the Trust has called a special meeting of unitholders on April 1, 2004 to approve a special resolution to amend the termination procedure set out in the declaration of trust to provide that prior to the Termination Date, the Trust will liquidate the portfolio securities held by the Trust and, after satisfying the Trust's liabilities, distribute the remaining cash to the unitholders. Currently, the declaration of trust provides that on termination, unitholders would receive from the Trust their pro rata share of the portfolio securities held by the Trust. The Board of Directors of the Trustee is recommending this change because the vast majority of unitholders will receive small amounts (less than a board lot i.e. 100 shares) of securities of the Trust's portfolio holdings which would be difficult to sell and result in higher transaction costs for unitholders. This payment method was originally designed to address tax considerations that are no longer relevant. The proposed amendment does not change the amount which unitholders will receive on termination. Only the form in which such amount will paid.

The proxy circular was mailed on March 5, 2004, to unitholders of record on March 1, 2004. The circular is also available on SEDAR at http://www.sedar.com/

Proxies must be received at the office of the transfer agent before 5:00 p.m. (Toronto time) on March 30, 2004 to be valid for the meeting.

Diversified Utility Trust is a mutual fund trust established to provide investors with high current yield and low cost diversification through a balanced fixed portfolio of equity securities (including common shares, limited partnership units and income trust units) and debt securities of selected Canadian utility issuers.

The trust units of Diversified Utility Trust are listed for trading under the symbol DUT.UN on The Toronto Stock Exchange and are eligible for RRSPs and RRIFs.

DOBSON COMMS: Expects to File Annual Report Within Two Weeks ------------------------------------------------------------Dobson Communications Corporation (Nasdaq:DCEL) plans to file an application with the Securities and Exchange Commission to extend the filing period for its annual report on Form 10-K for the year ended December 31, 2003. The Company expects to file its Form 10-K within two weeks. Additional time is needed to correct an ambiguity in 2004 covenant language in the bank credit agreement of Dobson Cellular Systems, a Dobson subsidiary.

About Dobson Communications

Dobson Communications is a leading provider of wireless phone services to rural markets in the United States. Headquartered in Oklahoma City, the Company owns wireless operations in 16 states, with markets covering a population of 10.6 million. The Company serves 1.6 million customers. For additional information on the Company and its operations, visit http://www.dobson.net/

"The CreditWatch placement reflects the potential violation ofbank covenants before year-end 2004 resulting from the company'srevised EBITDA guidance, as well as increased pressure on roamingrevenue due to the pending merger between AT&T Wireless ServicesInc. (AWE) and Cingular Wireless LLC," explained Standard & Poor'scredit analyst Rosemarie Kalinowski.

DPL INC: SEC Filing Delay Spurs S&P to Put Ratings on Watch Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit ratings on utility holding company DPL Inc. and utility affiliate Dayton Power & Light Co. and placed them on CreditWatch with negative implications in response to the firm's announcement that it has filed for an extension to submit its 10-K filing with the SEC.

Dayton, Ohio-based DPL has about $2.6 billion of total debt outstanding.

The CreditWatch placement for DPL and Dayton Power & Light reflects Standard & Poor's concern that the delayed 10-K filing may affect the firm's liquidity position and access to capital markets, which may hinder the firm from refinancing $500 million in debt maturities coming due in April 2004.

"In the event DPL cannot refinance the April 2004 debt maturity, we expect that DPL will be able to satisfy the obligation through internal means, consisting of cash on hand, disposition of liquid securities in its investment portfolio, and use of revolving credit facilities," said Standard & Poor's credit analyst Brian Janiak.

"However, meeting the April 2004 debt maturities in this manner would significantly deplete DPL's ability to fund about $350 million of potential capital calls on its investment portfolio," added Mr. Janiak.

In addition, the delayed 10-K filing may signify that important issues previously identified by Standard & Poor's in its rating downgrade on Dec. 10, 2003, including weak corporate governance, lack of internal controls and risk management, and the opacity of DPL's overall risk exposure still have not been adequately addressed in a manner consistent with the interest of the company's bondholders.

Specifically, today's public release in the "Dayton Daily News" of an internal memo dated March 10, 2004, addressed to the chair of DPL's Finance and Audit Review Committee from the Corporate Controller identifies several areas of concern including corporate governance, compensation policy, internal controls, and potential tax liabilities.

In December 2003, Standard & Poor's Governance Services had begun a public information review of corporate governance activities at DPL. During the review, certain questions regarding corporate governance issues arose that Governance Services attempted to clarify directly with management. However, despite being informed of concerns raised in the public information review, DPL has neither provided timely access to management to address the concerns nor provided any responses to the questions raised.

Standard & Poor's continues to request from DPL's management information relating to the corporate governance issues that have already been made public. In the event that DPL's management continues to be unable to address the concerns raised directly within a reasonable time, Standard & Poor's will rely on public information regarding corporate governance issues, in connection with any rating action that is ultimately taken with respect to the CreditWatch listing.

DPL's liquidity position will likely be strained if the company cannot refinance a significant portion of the $500 million debt maturities coming due in April 2004. Additional pressure would be evident if the potential capital call requirements associated with the investment portfolio ($353 million as of Sept. 30, 2003) were to occur in this time frame. Together, these contingencies could materially affect the firm's liquidity.

The company has access to funds to meet the debt maturities due in April 2004, with about $235 million of cash on the balance sheet and added liquidity of $150 million of liquid securities and $81 million of cash in the investment portfolio as of Sept. 30, 2003. In addition, DPL and Dayton Power & Light have full availability of $155 million through their revolving credit agreements.

Some additional liquidity is provided by DP&L's capacity to issue up to an additional $600 million under its first mortgage bond indenture. Furthermore, capital spending (growth and environmental expenditures) will be lower in 2004 than in previous years, as the company has met more than 75% of its environmental-compliance requirements, and the core utility operations should continue to generate free cash flow.

DYNEGY INC: Howard B. Sheppard Joins Board of Directors-------------------------------------------------------Dynegy Inc. (NYSE:DYN) announced that Howard B. Sheppard has been appointed to the company's board of directors effective immediately.

Sheppard, 58, has served as Assistant Treasurer of ChevronTexaco Corp. since October 2001 and previously served as Assistant Treasurer of Chevron Corp. from February 1988 until October 2001. He has been employed by ChevronTexaco and its affiliates since the merger of Gulf Oil Corp. with Chevron in 1985. Prior to the merger, Sheppard held positions of increasing responsibility at Gulf Oil.

"We are pleased to add Howard to our board of directors and look forward to drawing on his energy industry experience and financial expertise," said Dynegy Inc. President and Chief Executive Officer Bruce A. Williamson.

Sheppard replaces John S. Watson, 47, as the second ChevronTexaco representative on Dynegy's board of directors. Watson, who is currently Vice President and Chief Financial Officer of ChevronTexaco, served as a Dynegy director since December 2001.

"John provided sound judgment and strong leadership during a key stage of Dynegy's self-restructuring," Williamson said. "I look forward to continuing to work with John through his role as a member of the executive leadership team of Dynegy's largest customer, supplier and shareholder, ChevronTexaco."

Dynegy's board of directors totals 13 members. Sheppard and Raymond I. Wilcox, 58, Vice President of ChevronTexaco and President of ChevronTexaco Exploration and Production Company, are directors representing ChevronTexaco.

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides electricity, natural gas, and natural gas liquids to customers throughout the United States. Through its energy businesses, the company owns and operates a diverse portfolio of assets, including power plants totaling more than 12,700 megawatts of net generating capacity, gas processing plants that process approximately two billion cubic feet of natural gas per day and nearly 38,000 miles of electric transmission and distribution lines.

EBT INTL: Has $1.6MM Net Assets in Liquidation as of January 31---------------------------------------------------------------eBT International, Inc. (Formerly OTC Bulletin Board: EBTN) announced that Net Assets in Liquidation at January 31, 2004 were $1,620,000, equivalent to $5.52 per common share (based on approximately 293,300 shares of common stock outstanding).

The Company's Net Assets in Liquidation at January 31, 2004 include $111,000, approximately $0.38 per share, in cost savings benefits that were recognized in connection with the termination of the Company's status as a public company under the Securities Exchange Act of 1934.

The Company's estimated liquidation value of $5.52 per common share is exclusive of the $976,000 ($3.32 per share) litigation cost reserve (which is primarily for possible indemnification claims from certain former officers of the Company), and the $25,000 general contingency reserve. The litigation cost reserve is unchanged from the amount reported at January 31, 2003. The general contingency reserve at January 31, 2003 was $100,000. The change in the reserve balance reflects charges incurred in the fourth fiscal quarter in connection with the restatement of the Company's financial results for 1998 and the United States District Attorney, District of Massachusetts involvement in that matter. On February 12, 2003, the Company entered into an agreement with the United States Attorney's office in Boston (amended on February 12, 2004) pursuant to which the Company agreed to provide certain documents related to the investigation conducted by the Company in connection with the 1998 restatement of its financial results. As previously reported, we are unable to predict what additional requests, if any, the Company will receive and whether such requests will result in additional requests for indemnification.

In the event the Company subsequently determines that amounts required to satisfy claims under either or both of the above mentioned reserves are less than available reserve balances, then any unpaid reserve amounts will increase the Company's net assets in liquidation. The Board of Directors does not expect to make any further liquidation distributions to shareholders until final resolution of all matters, including potential indemnification claims, related to the restatement of the Company's financial results for 1998.

About eBT International, Inc.

Prior to May 23, 2001, the Company developed and marketed enterprise-wide Web content management solutions and services. The Company's shareholders approved a plan of liquidation and dissolution on November 8, 2001, and a certificate of dissolution was filed with the state of Delaware on November 8, 2001. The Company implemented a 1 for 50 reverse stock split on June 10, 2003. An initial cash liquidation distribution in the amount of $44,055,000 (or $3.00 per share pre reverse split) was returned to shareholders on December 13, 2001. A second cash liquidation distribution in the amount of $ 4,406,000 (or $ 0.30 per share pre reverse split) was returned to shareholders on October 30, 2002.

(b) its entry into a mutual release of all claims, obligations and liabilities relating to the construction of various gas processing plants and other related facilities in Venezuela, referred to as the ACCRO III and IV projects.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,related that on September 1, 1998, EPC, through its affiliates,EEPC, EPCC, Enron Power Services B.V. and EEIC -- the EPC Parties-- entered into a Lump Sum Turnkey Construction Contract withAccroven. Pursuant to the Turnkey Contract, EPC was to constructthe Projects located in Venezuela for Accroven. Pursuant to aConsolidation Agreement, by and among the EPC Parties andAccroven, dated as of September 1, 1998, the EPC Parties,including EEPC, became jointly and severally liable for supplyingthe labor and materials for the construction of the Projects.

EPCC contracted with Accroven to serve as the contractor for EPCto construct the Projects. EEIC and Tecnoconsult formedConsorcio Tecron as a joint venture to perform some of thesubcontract work for the Projects.

Tecnoconsult and its affiliate, Moinfra, entered into severalagreements with Consorcio Tecron to provide certain services assubcontractors of Consorcio Tecron in connection with theProjects. As a result of providing those services, they assertthat the Enron Parties owe Tecnoconsult $1,382,968 and Moinfra$397,933.

On February 28, 2002, Ms. Gray reported that Moinfra assigned its$397,933 account receivable to Tecnoconsult. On April 2, 2002,Consorcio Tecron assigned its right in an account receivableamounting to $2,021,474 to Tecnoconsult Constructores, whichsubsequently further assigned the account receivable toTecnoconsult.

Currently, Tecnoconsult asserts that it is owed $3,802,375 inconnection with the Projects. Tecnoconsult alleges that Accrovenis responsible for the amounts owed under Venezuelan law based ona novation theory.

The Projects were completed on July 9, 2001, by Accroven at itsown expense in accordance with the service agreements betweenAccroven and PDVSA, dated August 7, 1998. Accroven and EPCC, asthe primary contractor for the Projects, were in disagreement asto certain construction items not yet completed. On June 12,2003, Accroven, EPCC, EEPC, and EEIC, entered into a Release,Indemnity and Settlement Agreement pursuant to which Accrovenagreed to directly pay certain of EPCC's subcontractors, with theexception of Tecnoconsult and its affiliates as no settlement hadbeen reached at that time with Tecnoconsult.

Tecnoconsult filed two judicial complaints against Accroven inVenezuela. The first lawsuit, for $1,780,901, was filed in May2002, and is pending before the Tenth Court of the First Instancefor Civil Mercantile and Traffic Matters of the JudicialCircumscription of the Caracas Metropolitan Area. The secondsuit, for $2,021,474, was filed in July 2003, and is pendingbefore the Eleventh Court of the First Instance for Civil,Mercantile and Traffic Matters of the Judicial Circumscription ofthe Caracas Metropolitan Area.

The EPC Parties, Accroven, Tecnoconsult, Moinfra, Tecnoconsult Constructores and Consorcio Tecron amicably resolved the issues among them and entered into the Settlement Agreement. Pursuant to the Settlement Agreement, Accroven will pay Tecnoconsult $2,720,000. Tecnoconsult will take necessary actions to terminate the May Lawsuit and the July Lawsuit contemporaneous with the execution of the Settlement Agreement.

The EPC Parties, Accroven, Tecnoconsult, Moinfra, TecnoconsultConstructores, and Consorcio Tecron have also agreed to releaseone another as of the date of the execution of the SettlementAgreement as:

* Tecnoconsult, Tecnoconsult Constructores, and Moinfra, will release EEPC, EPCC, EEIC, and Accroven with regard to any obligation or matter related to the construction of the Projects;

* EEPC, EPCC, EEIC, and Accroven will release Tecnoconsult, Tecnoconsult Constructores, and Moinfra with regard to any obligation or matter related to the construction of the Projects;

* Tecnoconsult Constructores and EEIC, acting in their capacities as partners of Consorcio Tecron, and Consorcio Tecron will release EEPC, EPCC, and Accroven with regard to any obligation or matter related to the construction of the Projects;

* EEPC, EPCC, and Accroven will release Tecnoconsult Constructores and EEIC, acting in their capacities as partners of Consorcio Tecron, and Consorcio Tecron, with regard to any obligation or matter related to the construction of the Projects;

* Tecnoconsult Constructores and EEIC mutually release each other with regard to any obligation or matter related to the construction of the Projects; and

* Accroven, on the one hand, and EEPC, EPCC, and EEIC, on the other, mutually release each other with regard to any obligation or matter related to the construction of the Projects. (Enron Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service, Inc., 215/945-7000)

EXABYTE CORP: Reports $27.7 Million Equity Deficit at January 4---------------------------------------------------------------Exabyte Corporation (OTCBB: EXBT), a performance and value leader in tape backup, restore and archival systems, announced revenue of $95.8 million and a net loss of $43 million for the year ended January 3, 2004, compared to revenue of $133.2 million and a net loss of $29.1 million for the year ended December 28, 2002.

The loss for fiscal 2003 included the following significant, non-cash or special charges: (1) $10.1 million of non-cash interest expense related to the common stock issued in exchange for over advance guaranties to Silicon Valley Bank by shareholders, (2) bad debt expense of $6.0 million relating to the bankruptcy of a major customer in the first quarter of 2003, (3) a charge for excess and obsolete inventory of $6.9 million in the first quarter of 2003, (4) lease termination expense of $4.7 million related to the termination of certain real estate leases for facilities, and (5) a non-cash loss of $1.6 million resulting from increase in the principal value of a note payable to a supplier in yen at a fixed exchange rate.

Loss from operations for 2003 was $28.3 million versus a loss of $28.8 million in 2002. Operating expenses for 2003 totaled $44.6 million, including the aforementioned bad debt expense and lease termination expense, and were lower by $6.4 million compared to 2002 operating expenses of $51.0 million. The Company continues to focus on controlling expenses in all areas, while allocating adequate funds to continue new product development activities in 2004.

At January 4, 2004, Exabyte Corporation's balance sheet shows a stockholders' equity deficit of $27,741,000 compared to $22,899,000 at September 27, 2003

"The Company's 2003 financial performance reflects the significant challenges we faced during the year in stabilizing our operations and positioning the Company to take advantage of opportunities in 2004. Fiscal 2003 included several significant charges related to these efforts," said Carroll Wallace, Exabyte's CFO. "With the restart behind us, the Company will now begin to see the results of the year's successes, particularly in our VXA business, which just completed its second consecutive quarter of 50 percent growth in number of units sold. With 10 OEM wins for VXA, including agreements with industry leaders IBM and Fujitsu Siemens, and more than 700 new VARs enrolled in our reseller program, we anticipate continued revenue growth for the VXA business unit."

For the fourth quarter of 2003, the Company reported revenue of $25.9 million and a net loss of $5.8 million. Revenue increased 5.4 percent in the fourth quarter as compared to the third quarter of 2003 and reflects the improving momentum of VXA product sales, including increased sales to OEM customers. The loss for the fourth quarter includes $550,000 of non-cash interest expense related to the final portion of common stock issued in exchange for over advance guaranties, a loss on foreign currency fluctuations relating to the note payable to a supplier of $589,000, and increased cost of goods sold of $1.4 million due to purchases of product from a Japanese supplier denominated in yen, resulting from the weakness of the U.S. dollar versus the yen during the quarter. The Company also experienced increased startup costs related to the outsourcing of its repair and service operations during the quarter. Service and repair costs totaled $2.9 million in the fourth quarter compared to $1.6 million in the third quarter of 2003.

On January 3, 2004, the Company had a working capital deficit of $6.3 million compared to a deficit of $16 million on September 27, 2003, the end of the third quarter of 2003. This improvement is a result of the receipt of $20 million in proceeds from the Company's strategic arrangement with Imation Corporation. Accounts receivable decreased from $17.6 million at September 27, 2003 to $14.8 million at January 3, 2004 due to improved cash collections and lower days sales outstanding. Outstanding borrowings on the Company's bank line-of-credit totaled $6.5 million at January 3, 2004, a decrease of $7.3 million compared to the end of the third quarter. The Company used a substantial portion of its $7 million year end cash balance to repay the line-of-credit in total in January 2004.

"2003 was a restart year for Exabyte. We restructured the Company based on an exciting portfolio of new products, with our VXA line leading the way," said Tom Ward, president and CEO of Exabyte. "The capacity, performance and reliability of VXA products continue to impress the market. Further, the value proposition of the VXA Packet Drive, combined with Exabyte's world-class automation, is a clear winner as demonstrated by the unprecedented success of the recent launch of the VXA PacketLoader 1x10 1U - the fastest-growing automation product in Exabyte's 18-year history. With products such as the PacketLoader, we believe Exabyte has a bright future. We met the challenges of 2003 head on and have come through the year a stronger Company, poised for healthy growth in 2004."

The Debtors and the Committee believe that the Solicitation Procedures are well-designed and specifically tailored to effectively solicit acceptances or rejections of the Joint Plan in a manner consistent with the requirement of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the local Bankruptcy Rules for the District of Delaware. To the extent that circumstances arise requiring the Debtors and the Committee to modify the Solicitation Procedures, the Debtors and the Committee reserve the right to supplement or amend them by subsequent request to the Court.

Voting Deadline

The Debtors and the Committee ask the Court to direct that all ballots accepting or rejecting the Joint Plan must be received by Bankruptcy Management Corporation, their solicitation agent, by 5:00 p.m., on the date that is seven days before the Confirmation Hearing. Ballots sent through U.S Mail must addressed to:

The appropriate ballot must be cast for all Joint Plan votes or the appropriate Master Ballot in the case of a beneficial holder whose securities are registered or otherwise held in the name of a bank, brokerage firm or other nominee. The Debtors and the Committee have prepared and customized Ballots and Master Ballots for classes of Claims that are entitled to vote. The Debtors will distribute the Ballots and Master Ballots to these Impaired Classes entitled to cast a vote:

The Debtors and the Committee will distribute to creditors entitled to vote a solicitation package containing these materials:

* A copy of the Disclosure Statement;

* An appropriate ballot, master ballot and voting instructions;

* Notices of the Confirmation Hearing, the deadline to cast votes and file objections to the Plan;

* Any supplemental solicitation materials the Debtors may file with the Court;

* Pre-addressed return envelope; and

* Any other materials ordered by the Court to be included as part of the package.

Copies will also be furnished to the Office of the U.S. Trustee and the Securities and Exchange Commission. To avoid duplication, creditors who have more than one claim will receive only one Ballot for each class.

The Solicitation Packages will not be distributed to those persons not entitled to vote, instead, the Debtors will send Notices of the Confirmation Hearing and other Deadlines as well as a notice of non-voting status, including instructions on how to obtain copies of the package. In addition to mailing these different Notices, the Debtors will publish them once in the national edition of The Wall Street Journal.

Voting Procedures

When tabulating the votes, the Debtors and the Committee will apply these rules to determine the claim amount associated with a creditor's vote:

(a) If neither the Debtors nor the Committee have not filed a written objection to the claim, the claim amount for voting purposes will be the amount contained on a timely filed proof of claim or, if no proof of claim was filed, the non-contingent, liquidated and undisputed claim amount listed in the Debtors' schedules of liabilities;

(b) If the Debtors or the Committee has filed a written objection to the claim, the creditor's Ballot will not be counted unless temporarily allowed by the Court for voting purposes;

(c) If a creditor casts a Ballot and is listed on the Debtors' schedules of liabilities as holding a contingent, unliquidated or disputed claim, the Ballot will not be counted;

(d) If a creditor is not entitled to vote and believes that it should be entitled to vote on the Plan, it must file a motion seeking temporary allowance for voting purposes pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure three days before the Confirmation Hearing;

(e) Ballots cast by creditors whose claims are not listed on the Debtors' Schedules, but who timely file proofs of claim in unliquidated or unknown amounts that are not subject of a Claim objection, will count for satisfying the requirements of Section 1126(c) of the Bankruptcy Code and will count as Ballots for claims for $1 solely to satisfy the dollar amount provisions; and

(f) In case of publicly traded securities, the principal amount or number of shares according to the records of the transfer agent for the particular series of securities, including a further breakdown, in the case of The Depository Trust Company, of the individual Nominee Holders, as of the Voting Record Date, will be the claim or interest amount. However, in no event will a Nominee Holder be permitted to vote in excess of its position in DTC as of the Voting Record Date;

To ensure that the vote is counted, each claimholder must:

* complete a Ballot;

* indicate whether it is voting to accept or reject the Plan in the boxes provided in the Ballot; and

* sign and return the Ballot to the address set forth on the provided envelope.

The prepetition credit facility claims in Classes P3 and S3 will be allowed for $802,700,000 for the purposes of voting on the Joint Plan. Furthermore, the Prepetition Credit Facility Claims in Classes P3 and S3 will not be subject to any objections relating to the voting amount by any party, nor will the claimants be required to file a Rule 3018 Motion.

In addition, the Debtors will implement these general voting procedures and standard assumptions in tabulating ballots:

-- Except to the extent determined by the Debtors in their reasonable discretion, or otherwise permitted by the Court, the Debtors and the Committee will not accept or count Ballots received after the Voting Deadline;

-- Creditors will not split their vote within a claim, thus, each creditor will be deemed to have voted the full amount of its claim either to accept or reject the Plan;

-- The method of delivery of Ballots and Master Ballots to be sent to BMC is at the election and risk of each Holder, provided that the delivery will be deemed made only when the original executed Ballot or Master Ballot is actually received by BMC;

-- BMC must receive an original executed Ballot or Master Ballot. Ballots sent via facsimile, e-mail or any other electronic means will not be accepted;

-- No Ballot or Master Ballot sent to the Debtors or Committee, any indenture trustee or agent, or the Debtors' or the Committee's financial or legal advisors will be accepted or counted;

-- If multiple Ballots or Master Ballots are received from an individual claimholder before the Voting Deadline, the last Ballot timely received will be deemed to reflect the voter's intent and to supersede and revoke any previous Ballot;

-- Any Trustee, executor, administrator, guardian, attorney- in-fact, officer of a corporation, or other person acting in fiduciary or representative capacity, who signs a Ballot or Master Ballot must:

(i) indicate specific capacity when signing; and

(ii) submit proper evidence of the authority to act on behalf of a beneficial interest holder in form and content satisfactory to the Debtors and the Committee;

-- The Debtors and the Committee may waive any defect in any Ballot or Master Ballot at any time and without notice. The Debtors and the Committee may reject any Ballot or Master Ballot not timely submitted;

-- Any holder of impaired claims who has delivered a valid Ballot voting on the Plan may withdraw the vote; and

-- Neither the Debtors, the Committee nor any other entity, will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots or Master Ballots nor will any of them incur any liabilities for failure to provide the notification.

Master Ballots Tabulation Procedures

With the difficulty in reaching beneficial owners of publicly traded securities, the Debtors and the Committee propose to implement these procedures for Beneficial Holder Claims:

(1) The Debtors and the Committee will distribute a Ballot to each record holder of the Beneficial Holder Claims as of the Voting Record Date;

(2) The Debtors and the Committee will also distribute an appropriate number of Ballot copies to each bank or brokerage firm identified by BMC. Each Nominee will be requested to immediately distribute the Ballots to all Beneficial Claimholders;

(3) Each Nominee must summarize the individual votes of its individual Beneficial Claimholders on a Master Ballot and return it to BMC;

(4) Any Beneficial Claimholder, as a record Holder in its own name, will vote on the Plan by completing and signing the Ballot and returning it to BMC;

(5) Any Beneficial Claim Holder who holds in "street name" through a Nominee will vote on the Plan by promptly completing and signing the Ballot and returning it to the Nominee in sufficient time for processing and to return a Master Ballot to BMC by the Voting Deadline;

(6) Any Ballot returned to a Nominee by a Beneficial Claimholder will not be counted for purposes of accepting or rejecting the Plan until the Nominee properly completes and timely delivers to BMC a Master Ballot reflecting the Beneficial Claimholder's votes;

(7) If a Beneficial Claimholder holds Beneficial Holder Claims or any combination through more than one Nominee, the Beneficial Holder will execute a separate Ballot for each block of the Beneficial Holder Claims that it holds through any Nominee and return the Ballot to the Nominee holding the Beneficial Holder Claims; and

(8) If a Beneficial Holder holds a portion of its Beneficial Holder Claims through a Nominee and another portion directly or in its own name as a record Holder, it must follow the procedures with respect to voting each portion separately.

The Debtors and the Committee seek the Court's authority to reimburse any Nominee and any of their agents for necessary out-of-pocket expenses incurred in performing their tasks.

Ballots not indicating an acceptance or rejection of the Plan, or indicating both, will be deemed to accept the Plan. Holders of Class P3 and S3 Claims who fail to indicate in their Ballots a preference treatment under Option A or Option B, or that indicated both treatment options, will be deemed to have elected treatment under Option B.

Returned Solicitation Packages or Notices

The Debtors anticipate that some of the Solicitation Packages or Notices may be returned by the U.S. Postal Service as undeliverable. In this regard, the Debtors will no longer re- mail undelivered Solicitation Packages or Notices to those entities whose addresses differ from the addresses in the claims register or the Debtors' records as of the Voting Record Date.

Releases

The Joint Plan provides for releases against certain non-debtor entities by creditors who accept or are deemed to accept the Joint Plan. Although the validity and enforceability of the Releases is an issue for plan confirmation, the Debtors and the Committee specifically ask the Court to approve the form and manner of disclosures in the ballots and master ballot as they relate to the Releases.

Confirmation Hearing

The Debtors and the Committee also ask the Court to schedule a hearing to confirm the Joint Plan, pursuant to Section 1128 of the Bankruptcy Code and Rule 3017(c) of the Federal Rules of Bankruptcy Procedure, for a date of 30 days after the Court's approval of the Disclosure Statement. The Confirmation Hearing may then be continued from time to time by announcing the continuance in open court or otherwise without further notice to parties-in-interest.

Plan Objection Deadline

The Debtors and the Committee ask Judge Carey to set the day that is seven days before the Confirmation Hearing as the last day for filing and serving objections to plan confirmation. Any objections must be served in a manner so that they are actually received on or before 5:00 p.m. Prevailing Eastern Time, on the Joint Plan Objection Deadline by each of these notice parties:

The Debtors and the Committee also request that they and any other party-in-interest be allowed to file a response no later than two days before the Confirmation Hearing, to any timely filed objection. The Debtors and the Committee ask the Court to:

(1) consider only timely filed and served written objections;

(2) require each objection to state with particularity the grounds for the objection and provide the specific text that the objecting party believes to be appropriate to insert into the Joint Plan; and

(3) overrule all objections not timely filed and served.

The Debtors and the Committee also ask the Court to establish a deadline for filing supplemental objections to the Plan Supplement. Under the Joint Plan, the Plan Supplement is to be filed not less than 10 days before the Confirmation Hearing. Therefore the Debtors and the Committee request that the deadline to the supplemental objections to the Plan Supplement will be the later of:

-- the Joint Plan Objection Deadline; and

-- five days after the filing of the Plan Supplement, but in no event later than the Joint Plan Objection Deadline.

On a consolidated basis, FLOW reported revenues of $42.4 million and a net loss of $1.1 million, or $0.07 diluted loss per share, which includes restructuring charges of $1.3 million. For comparison, in the year-ago quarter the Company reported revenues of $30.5 million and a net loss of $41.6 million or $2.71 diluted loss per share; and in the fiscal 2004 second quarter the Company reported revenues of $43.7 million and a net loss of $3.3 million or $0.21 diluted loss per share. Results for the year-ago quarter include $32.8 million in charges related to accounts receivable and inventory reserves, goodwill impairments, valuation allowances on deferred tax assets and other adjustments.

During the fiscal 2004 third quarter, the Flow Waterjet Systems segment reported revenues of $31.3 million and a net loss of $1.2 million or $0.08 diluted loss per share. Included in Other Income, net of Waterjet Systems, is a realized gain of $2.6 million associated with the $3.3 million sale of the Company's investment in marketable securities of WGI Heavy Minerals. The Avure Technologies segment recorded revenues of $11.1 million and net income of $0.1 million or $0.01 diluted earnings per share.

"During the quarter, we experienced increased activity on both sides of our business, recording the highest number of Waterjet Systems orders in a single quarter, and adding to the growing backlog in our food and General Press business," said Stephen R. Light, Flow's President and Chief Executive Officer. "This increase in order activity comes at roughly the mid-point of our two-year restructuring, which included the shutdown and transfer of our European manufacturing to the U.S. during the quarter. We are on schedule with our restructuring program, and I believe we are in a strong position to take full advantage of an economic turnaround, as it gathers strength."

For the nine months ended January 31, 2004, the Company recorded consolidated revenues of $123.3 million and a net loss of $11.6 million or $0.75 diluted loss per share. Results for the nine months include restructuring charges of $3.6 million. This compares to revenues of $112.4 million and a net loss of $54.5 million or $3.55 diluted loss per share for the first nine months of fiscal 2003, including the $32.8 million of charges recorded in the third quarter.

Waterjet Systems: For the quarter, Waterjet Systems reported revenues of $31.3 million and a net loss of $1.2 million or $0.08 diluted loss per share. For comparison, in the year-ago quarter the Company reported revenues of $30.2 million and a net loss of $26.6 million or $1.73 diluted loss per share; and in the fiscal 2004 second quarter the Company reported revenues of $33.0 million and a net loss of $1.4 million or $0.09 diluted loss per share. Included in the year-ago quarter were $26.4 million of adjustments related to accounts receivable and inventory reserves, intangible and long lived asset impairments, valuation allowances on deferred tax assets and other charges. Within Waterjet Systems sales during the quarter:

-- Total systems revenues were $20.2 million, compared to $19.6 million in the year-ago quarter and $20.9 million in the fiscal 2004 second quarter. The increase over the prior- year quarter is primarily a result of strength in the European and Asian markets. The third fiscal quarter typically represents the Company's slowest quarter for domestic sales, as it falls during the seasonally slow fourth calendar quarter, when many companies have exhausted their calendar year capital expenditure budgets or postpone purchases until after the holiday season.

-- Consumables and spare parts revenues were $11.1 million, compared $10.6 million a year ago, and $12.1 in the fiscal 2004 second quarter. While the Company is currently seeing signs of recovery across most of its served markets, results for the third quarter, compared to the second quarter, were impacted by reduced domestic demand resulting from seasonality related to the end of the calendar year.

-- Outside of the United States, Waterjet Systems revenue for the quarter increased to $13 million, with sales to Asia and Europe up 15% and 53%, respectively, to $5 million and $5.7 million. Revenues in Asia and Europe were $4.3 million and $3.7 million in the year-ago quarter, and $5.4 million and $6.6 million in the fiscal 2004 second quarter, respectively.

-- Waterjet Systems sales to the automotive and aerospace markets decreased 16% to $6.5 million, compared to both the year-ago quarter and to the fiscal 2004 second quarter as the Company faced intense competition in its automation business and demand for systems by the automotive industry lagged in the current period.

Avure Technologies: For the quarter, Avure recorded revenues of $11.1 million and net income of $0.1 million or $0.01 diluted earnings per share. For comparison, in the year-ago quarter the Company reported revenues of $0.3 million and a net loss of $15.0 million or $0.98 diluted loss per share; and in the fiscal 2004 second quarter the Company reported revenues of $10.6 million and a net loss of $1.9 million or $0.12 diluted loss per share. Included in the year-ago quarter were $6.4 million of adjustments related to inventory reserves, intangible and long lived asset impairments, and other charges. Within the Avure segment during the quarter:

-- General Press revenues were $6.3 million. That compares to $4.1 million in the year-ago quarter, and $6.9 million in the fiscal 2004 second quarter. General Press production has been weak over the past several years; however, improved order volume over the last several quarters is now beginning to result in increased production. The Company's General Press sales are recognized on a percentage-of-completion basis and vary depending on the Company's backlog and overall economic activity, and long sales and production cycles, which can range from one to four years. Currently, the Company has backlog for General Press systems representing $21.5 million in revenues.

-- Avure's Fresher Under Pressure(R) food product line revenues increased to $4.8 million, up from a negative $3.8 million in the year-ago quarter in which the Company reversed percentage of completion revenue due to a customer's failure to fulfill its contractual obligations. In the fiscal 2004 second quarter, the company reported revenues of $3.7 million. During the third quarter just ended, the Company received an order from a nationally recognized ready-to-eat meat producer for 4 high pressure food processing systems plus an option to purchase an additional 4 systems. These orders represent the first substantial business activity in the ready-to-eat meat industry, which the Company considers to be one of the major developing markets for its new "Turn Key" or Ultra technology. The Ultra technology was developed in order to provide an increase in throughput rates and thus generate a lower per unit cost compared to the initial systems. Sales into the ready-to-eat market will require this lower per unit cost technology. Currently, the Company has backlog for high pressure food processing systems of $13.0 million, excluding these options.

-- During the quarter the Company terminated its relationship with The Food Partners, LLC, an investment banking firm specializing in the food industry, which had been retained to develop and implement value-maximizing strategic alternatives for Avure. Those alternatives included the continuation of operations in the present form, operations on a diminished scale, suspension of operations, shutdown, or a complete or partial divestiture. To date, the Company has not received an acceptable offer for the business. In response, the Company has downsized the business to a size at which continuing operations are expected to be accretive to earnings.

Update on Credit Agreements

FLOW's current credit agreement with its senior lenders expires August 1, 2004. The Company is in discussions with certain of the senior lenders and other outside parties regarding a new long-term credit facility. While FLOW anticipates having the new facility in place before filing its annual report on Form 10-K for the year ending April 30, 2004, the Company believes that the success of obtaining long-term financing is contingent on modifying its subordinated debt agreement. This may include a partial repayment and conversion of some or all of the subordinated debt into equity securities, or may require raising additional equity capital, with the proceeds being used as part of the debt refinancing process. The Company is in the process of exploring each of these alternatives.

About Flow International

Flow provides total system solutions for various industries, including automotive, aerospace, paper, job shop, surface preparation, and food production. Visit http://www.flowcorp.com/for more information.

HEALTHSOUTH: Appoints Gregory Doody as Executive Vice President---------------------------------------------------------------HealthSouth Corporation (OTC Pink Sheets: HLSH) announced the appointment of Gregory L. Doody as Executive Vice President, General Counsel and Secretary. Doody had been serving as Interim Corporate Counsel and Secretary since September 2003.

"Greg is a talented and experienced attorney who has been an invaluable member of the HealthSouth team since joining the company last year," said Robert P. May, HealthSouth's Interim Chief Executive Officer. "Among his other numerous contributions, Greg has played an important role in the rebuilding of HealthSouth, especially in our ongoing efforts to improve HealthSouth's corporate governance and compliance structures."

Before joining HealthSouth, Doody was a partner of Balch & Bingham LLP, a regional law firm based in Birmingham, Ala., where he was a member of the firm's Financial Services and Transactions section and the Corporate, Tax and Finance section. While at Balch & Bingham, Doody's practice focused primarily in the areas of securities, corporate governance, capital markets transactions and financial services regulation. Prior to joining the legal profession, he was a manager in the financial reporting department of Schlumberger Limited and was an auditor with the accounting firm now known as PricewaterhouseCoopers LLP.

Doody also is a member of the Alabama State Bar, Birmingham Bar Association and American Bar Association and is a Certified Public Accountant in New York and Alabama. He is an active participant in several committees of the American Bar Association's Business Law Section, including the Corporate Governance Committee and the Law and Accounting Committee. In addition, Doody is a member of the Executive Committee of The Federalist Society's Corporations, Securities and Antitrust Practice Group and serves as an Advisor for Corporate Governance.

Doody is a graduate of Emory University School of Law in Atlanta and Tulane University in New Orleans.

About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare services, with nearly 1,700 locations nationwide and abroad. HealthSouth can be found on the Web at http://www.healthsouth.com/

* * *

As reported in Troubled Company Reporter's December 26, 2003 edition, Standard & Poor's Ratings Services withdrew its ratings on HEALTHSOUTH Corp. due to insufficient information about the company's operating performance, including a lack of audited financial statements.

Standard & Poor's does not expect the company to be able to provide restated historical financial statements, or to be able to generate current-period financial statements, until at least the second half of 2004. The company has not filed audited financial statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on HEALTHSOUTH Corp. to 'D' after the company failed to make required principal and interest payments on a subordinated convertible bond issue that matured on April 1, 2003.

HEALTHSOUTH is currently embroiled in extensive litigation over several years of allegedly fraudulent financial statements and is understood to be in discussions with its creditors about restructuring its debt. Nearly all members of senior management have left the company, and most of the important corporate functions have been assumed by professional advisors. Although HEALTHSOUTH continues to operate its business, neither its operations nor its financial performance can be assessed by Standard & Poor's with confidence until the company can generate audited financial statements.

The consent solicitations seek approval of proposed amendments to, and waivers under, the indentures governing the Notes to address on a consensual basis, among other things, issues relating to HEALTHSOUTH'S inability to provide current financial statements. Holders of Notes who deliver consents prior to the expiration of the consent solicitations will be entitled to receive a consent fee of $10 in cash for each $1,000 principal amount of Notes held by such holders. The payment of the consent fee is conditioned upon the proposed amendments to the indentures becoming operative.

The proposed amendments would, as a consensual matter, temporarily suspend HEALTHSOUTH's obligations under the indentures to furnish compliance certificates to the indenture trustees and to furnish to the SEC periodic and other reports under the federal securities laws until HEALTHSOUTH is able to comply with the reporting requirements thereunder. The proposed amendments, if applicable, also seek to modify HEALTHSOUTH's ability to incur certain indebtedness under certain circumstances. Each holder of Notes who consents to the proposed amendments will also be waiving all alleged and potential defaults under the indentures arising out of events occurring on or prior to the effectiveness of the proposed amendments.

The proposed amendments will become effective only upon satisfaction or waiver by HEALTHSOUTH of certain conditions which include receipt of valid and unrevoked consents from holders representing not less than a majority in aggregate principal amount of outstanding Notes for a series. Consent solicitations for series of Notes that are governed by the same indentures are also conditioned upon receipt of valid and unrevoked consents from a majority in aggregate principal amount of holders of each other series of notes issued pursuant to such indenture.

The consent solicitations will expire at 11:59 p.m., New York City time, on April 13, 2004, unless extended. Only holders of Notes as of 5:00 p.m., New York City time, on March 15, 2004, will be eligible to consent.

In response to a complaint filed by HEALTHSOUTH, on March 11, 2004, the Circuit Court of Jefferson County, Alabama granted a temporary restraining order preventing acceleration of any of the indebtedness evidenced by the Notes. HEALTHSOUTH said it believed that it was in the best interest of its stakeholders to minimize the extent of litigation over this matter. Accordingly, HEALTHSOUTH has determined to proceed with the consent solicitations as a means of consensually resolving these matters on a fair and prompt basis and to modify certain covenants in the existing indentures in order to facilitate its continuing restructuring efforts.

About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient surgery, diagnostic imaging and rehabilitative healthcare services, with nearly 1,700 locations nationwide and abroad. HealthSouth can be found on the Web at http://www.healthsouth.com/

* * *

As reported in Troubled Company Reporter's December 26, 2003 edition, Standard & Poor's Ratings Services withdrew its ratings on HEALTHSOUTH Corp. due to insufficient information about the company's operating performance, including a lack of audited financial statements.

Standard & Poor's does not expect the company to be able to provide restated historical financial statements, or to be able to generate current-period financial statements, until at least the second half of 2004. The company has not filed audited financial statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on HEALTHSOUTH Corp. to 'D' after the company failed to make required principal and interest payments on a subordinated convertible bond issue that matured on April 1, 2003.

HEALTHSOUTH is currently embroiled in extensive litigation over several years of allegedly fraudulent financial statements and is understood to be in discussions with its creditors about restructuring its debt. Nearly all members of senior management have left the company, and most of the important corporate functions have been assumed by professional advisors. Although HEALTHSOUTH continues to operate its business, neither its operations nor its financial performance can be assessed by Standard & Poor's with confidence until the company can generate audited financial statements.

HILLMAN GROUP: S&P Assigns B Corp. Credit & Sr. Sec. Loan Ratings ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to hardware distributor and manufacturer The Hillman Group Inc. At the same time, Standard & Poor's assigned its 'B' senior secured bank loan rating and '4' recovery rating to Hillman's proposed $257.5 million senior secured credit facility due 2011, which is being issued as part of a recapitalization of the company. The '4' recovery rating indicates that lenders can expect marginal recovery of principal (25%-50%) in the event of a default. The ratings are based on preliminary offering statements and are subject to review upon final documentation.

The outlook is stable.

Total debt outstanding as of Dec. 31, 2003, pro forma for the transaction, is expected to be $370.4 million.

In business for 40 years, Cincinnati, Ohio-based Hillman manufactures and distributes fasteners; keys and key machines; engraving equipment; and letters and signs for sale in hardware and home improvement retail outlets. The company distributes through about 35,000 stock keeping units (SKUs) to national customers such as Lowe's Cos. Inc. and Home Depot Inc., as well as to independent hardware stores. The company's sales are concentrated, with about 36% of revenues derived from its three largest customers. In fasteners, Hillman acts as a category manager for most its customers, providing the retailers' in-store merchandising displays.

The company's sales for fiscal 2003 ended Dec. 31 rose 11% from the previous year, as Hillman benefited from an exclusive contract to supply Lowe's with fasteners. Similarly, EBITDA rose 11% as higher sales volume improved the company's operating leverage. Cost reductions, including those associated with the consolidation of the company's headquarters, also improved profitability.

IMPATH INC: Enters Into Exclusive Agreement With Cell Analysis --------------------------------------------------------------IMPATH Inc. (OTC Pink Sheets: IMPHQ.PK) has entered into an agreement with Cell Analysis under which IMPATH will provide Cell Analysis' Quantitative Cellular Assessment ("QCA") system exclusively to IMPATH's clients. IMPATH anticipates launching the QCA system in the marketplace early in the second quarter of 2004. Specific terms of the agreement were not disclosed.

Cell Analysis' QCA system has received FDA clearance for estrogen receptor ("ER") markers in breast cancer and is expected to receive clearance for the oncoprotein, Her2/neu, later this year. In addition, the system has been designed to analyze all nuclear, membranous and cytoplasmic immunohistochemical ("IHC") markers. The QCA system objectively analyzes tumor cells for predictive and prognostic markers using quantitative image analysis of nuclear and membrane antigens enabling more precise, targeted therapeutic decision-making.

"We are delighted to be working with IMPATH, a leader in cancer diagnostics," said Joel Herm, CEO of Cell Analysis. "QCA is an important new technology that can help improve the quality of information available to pathologists, researchers and oncologists, so they can make the best decisions for their patients. We believe that QCA enhances the current standard of care in IHC evaluation. It provides physicians with an effective tool in the selection of appropriate chemotherapy on a patient-specific basis. Further, we believe the QCA system is the most affordable and easy-to-use system available."

Carter H. Eckert, Chairman and CEO of IMPATH, added, "IMPATH is dedicated to providing the latest technological innovations to our clients. Cell Analysis' QCA system and built-in quality control of IHC stained tissue slides facilitates reproducibility and rapid turnaround while removing the clinician's perceived limitation of manual inspection. We are extremely pleased to have the ability to offer this FDA-cleared technology, on a commercial basis, exclusively to our clients."

About Cell Analysis

Cell Analysis is a privately held life sciences company that develops today's most affordable, easy-to-use image analysis tools for studying cancer cells. The company's Quantitative Cellular Assessment (QCA) system is in clinical and research use to analyze cancerous tumors of the breast, colon and stomach at premier institutions nationally. QCA has received FDA clearance for estrogen receptor (ER) markers in breast cancer and is expected to receive clearance for Her2/neu later this year.

About IMPATH

Headquartered in New York, New York, Impath Inc., together with its subsidiaries, is in the business of improving outcomes for cancer patients by providing patient-specific diagnostic and prognostic services to pathologists and oncologists, providing products and services to biotechnology and pharmaceutical companies, and licensing software to hospitals, laboratories, and academic medical centers. The Company filed for chapter 11 protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-16113). George A. Davis, Esq., at Weil, Gotshal & Manges, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $192,883,742 in total assets and $127,335,423 in total debts.

ISLE OF CAPRI: S&P Affirms Rating & Revises Outlook to Negative --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Isle of Capri Casinos, Inc. to negative from stable. At the same time, Standard & Poor's affirmed its ratings on the company, including its 'BB-' corporate credit rating. Pro forma for the February 2004 bond offering, total debt outstanding at Jan. 25, 2004, was $1.1 billion.

The outlook revision follows Isle's announcement that the company has been selected by the Illinois Gaming Board as the successful bidder for the 10th Illinois gaming license. The company bid $518 million for the license. Subject to final approval by the Illinois Gaming Board and Bankruptcy Court approval, Isle intends to construct a $150 million casino in Rosemont, which will include 40,000 square feet of gaming space and 1,200 gaming positions, with expected completion to occur eight months after construction commences. Given initial capital spending plans, increased debt associated with the Illinois project, and pro forma for Standard & Poor's estimate of cash flow for the Rosemont property's first full year of operation, debt to EBITDA, adjusted for operating leases, will be between 5.0x and 5.5x by the company's fiscal year end in April 2005. The company has not yet disclosed its plans for financing the cost of the license and the new casino.

"The ratings reflect Isle's aggressive growth strategy, the second-tier market position of many of its properties, and increased expansion capital spending," said Standard & Poor's credit analyst Peggy Hwan. "These factors are offset by the company's diverse portfolio of casino assets, relatively steady historical operating performance, and credit measures that have historically been maintained in line with the rating."

Biloxi, Mississippi-headquartered Isle is a multi-jurisdictional gaming company with most of its properties located in Mississippi, Louisiana, Iowa, and Missouri. In addition, the company operates casinos in Black Hawk and Cripple Creek, Colorado, the Bahamas, the U.K., and a racetrack in Pompano Beach, Florida.

ISLE OF CAPRI: Wins 10th Illinois Casino License------------------------------------------------Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced that the company has been selected by the Illinois Gaming Board as the successful bidder for the 10th Illinois gaming license. The company was selected by the gaming board after bidding $518 million at a bankruptcy auction held last week.

Isle of Capri's project will be located on a nine-acre site in the Village of Rosemont, located next to Chicago's O'Hare International Airport, in close proximity to the one million square foot Stephens convention center, and near the over 6,000 hotel rooms located in the Village. Isle of Capri expects to spend an additional $150 million on the project, in addition to amounts already expended at the site. The site has an existing parking garage and infrastructure, including a basin and barge. The company's project includes constructing a single level 40,000 square foot casino, with 1,200 gaming positions, four of its signature restaurants, a 12,000 square foot entertainment venue, and 7,500 square feet of retail space.

Isle of Capri will own 80 percent of its Rosemont subsidiary, with the remaining 20 percent to be owned by qualified minority investors, as required by statute.

Bernard Goldstein, Isle of Capri Casinos chairman and chief executive officer, said, "We believe that our proposal offers the best project in the best location and the IGB's decision supports that view. Our company is ready to spread our Isle Style success to Chicagoland."

"The Illinois Gaming Board's selection of the Isle will bring the most benefits to the most residents of Cook County and the state," said Timothy M. Hinkley, president and chief operating officer of the Isle of Capri. "We are looking forward to working with the Gaming Board staff during the licensing process and debuting the next generation of our Isle product in the Chicagoland market."

The project is subject to contingencies including findings of suitability and final approval of the Illinois Gaming Board and approval of the U.S. Bankruptcy Court. The company expects to begin construction on the project promptly following final Bankruptcy Court and Gaming Board approval and open the project within eight months of commencing construction.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,Stable), a leading developer and owner of gaming entertainment facilities, operates 16 casinos in 14 locations. The company owns and operates riverboat and dockside casinos in Biloxi, Vicksburg, Lula and Natchez, Mississippi; Bossier City and Lake Charles (2 riverboats), Louisiana; Bettendorf, Davenport and Marquette, Iowa; and Kansas City and Boonville, Missouri. The company also owns a 57 percent interest in and operates land-based casinos in Black Hawk (two casinos) and Cripple Creek, Colorado. Isle of Capri's international gaming interests include a casino that it operates in Freeport, Grand Bahama, and a two-thirds ownership interest in a casino in Dudley, England. The company also owns and operates Pompano Park Harness Racing Track in Pompano Beach, Florida.

Simultaneously, a 'B-' bank loan rating, along with a recovery rating of '5', was assigned to the company's $48.5 million secured credit facility, based on preliminary documentation. The bank loan is rated the same as the corporate credit rating; this and the '5' recovery rating indicate the expectation for a negligible (0%-25%) recovery of principal under a distressed default scenario.

In addition, Standard & Poor's assigned its 'CCC+' rating to ITC DeltaCom's aggregate $300 million second-priority senior secured notes due 2011 and floating-rate second-priority senior secured notes due 2010, issued under Rule 144A with registration rights. A recovery rating of '5' also was assigned to these note issues, indicating the expectation for a negligible (0%-25%) recovery of principal in a default scenario given the weak prospects anticipated for the first-priority secured bank loan. The $300 million of notes will have a second lien on the collateral securing the new bank facility. Proceeds of the new notes will be used to repay existing debt and for other general corporate purposes.

West Point, Georgia-based ITC DeltaCom is one of the largest integrated communications service providers in the Southeastern U.S., providing voice and data services to small, midsize, and some large regional businesses. ITC DeltaCom emerged from Chapter 11 on Oct. 29, 2002, resulting in public noteholders and capital stockholders receiving common shares representing 86.5% of the reorganized company, after a $30 million equity investment. As a result of the BTI Telecom Inc. (BTI) acquisition in October 2003, which was financed with equity, Welsh, Carson, Anderson & Stowe (WCAS) presently own about 65% of the combined company. The combined company has about 50,000 business customers in 40 markets. Retail access lines total more than 360,000, while wholesale lines total about 69,000. Pro forma for the new notes (as of Dec. 31, 2003), total debt outstanding is about $320 million.

"The ratings on ITC DeltaCom reflect the very high business risk profile of the competitive local exchange (CLEC) market, continued industry pricing pressure in the wholesale market, and integration risks associated with the BTI acquisition," said Standard & Poor's credit analyst Rosemarie Kalinowski. The primary competitor in its markets is the incumbent telecom provider BellSouth Corp.(A+/Watch Neg/A-1). In addition, there are some smaller-size CLECs that compete in ITC DeltaCom's markets, which could lead to additional pricing pressures.

The preliminary ratings are based on information as of March 16, 2004. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the trustee, the economics of the underlying mortgage loans, and the geographic and property type diversity of the loans. Classes A-1, A-2, A-3, A-4, B, C, D, and E are currently being offered publicly. Standard & Poor's analysis of the portfolio determined that, on a weighted average basis, the pool has a debt service coverage of 1.55x, a beginning loan-to-value (LTV) of 85.7%, and an ending LTV of 69.9%.

--$6.8 million class B to 'AAA' from 'AA+'; --$7.9 million class C to 'AAA' from 'A+'; --$10.8 million class D to 'AA' from 'BBB'; --$3.4 million class E to 'A' from 'BBB-'; --$5.1 million class F to 'BBB-' from 'BB'; --$7.8 million class G to 'B+' from 'B'.

Fitch also affirms the following classes:

--$44.6 million class A-2 'AAA'; --Interest only class X 'AAA'.

Fitch does not rate the $14.4 million class NR. Class A-1 has paid in full.

The rating upgrades are due to the increased subordination levels resulting from 13.2% paydown of the pool's certificate balance to $98.8 million from $113.8 million at issuance.

Fitch has concerns with the concentrations within the deal. The deal is collateralized by 61% retail properties, 8% healthcare, and 8% hotel. In addition, the largest loan, Southgate USA represents 24% of the overall transaction. The retail center is located in Maple Heights, OH. As of June, 2003 the debt service coverage ratio (DSCR) was 1.24 times (x) and the property was 75% occupied. The July 2003 site inspection rated the property 'fair'.

Currently, there are two loans, representing 7.7% of the pool, in special servicing, one (3.8%) real estate owned (REO) and one (3.9%) in foreclosure. The REO loan is secured by the Comfort Inn Lakewood, which is a 121 room hotel located in Lakewood, CO. The loan transferred to the special servicer in September 2002 due to payment delinquency and became REO in February 2003. The property now operates as a Days Inn and the special servicer is marketing the property for sale. The loan in foreclosure is secured by the Hearthside Hotel, a 142-room extended-stay hotel located in Dallas, TX. The loan transferred to the special servicer in June 2002 due to payment delinquency after becoming adversely affected by highway construction. Losses are expected to be absorbed by the NR class.

The majority of the collateral in this transaction are loans that were originated for securitization over the past five years but were removed from prospective conduit pools. While Fitch is also concerned with the concentrations within the pool and the anticipated losses, the deal has thus far performed better than expected and upgrades are warranted.

KAISER: Selling Mead Parcels 1 & 7 for $4 Million to CVB Northwest------------------------------------------------------------------Kaiser Aluminum Corporation and its debtor-affiliates identified several parcels of real property located near their alumina smelter in Mead, Washington to be marketed and sold pursuant to negotiated sale agreements and, in some cases, following an auction. These assets are no longer necessary to the successful operation or reorganization of the Debtors' businesses. The sales of other parcels of real property located in Mead -- Parcels 4, 2, 3, 6B, and 2A -- have generated interest in the remaining unsold parcels of real property. As a result, the Debtors want to proceed with the sale of Parcels 1 and 7 while market interest remains relatively high and can be leveraged to obtain the highest and best possible offers.

The Marketing and Sale of Parcels 1 and 7

Parcel 1 is the site of the Debtors' primary aluminum reduction smelter in Mead, Washington, which has been in curtailment since January 2001. Parcel 7 consists of 13 acres and is the non-contiguous location of an outfall used for smelter operations. Over the past year, the Debtors engaged in a cooperative effort with the United Steelworkers of America AFL-CIO and an outside consultant to identify and implement a viable and mutually beneficial plan for the future of the Mead Facility.

Parcels 1 and 7, together comprise 200 acres of improved real property. Several parties expressed interest in the Parcels, including CVB Northwest, LLC, an affiliate of Columbia Ventures Corporation. After further discussions with CVB Northwest and initial due diligence, CVB Northwest emerged as the party ready to complete the transaction on terms most favorable to the Debtors and its estate. The Debtors subsequently entered into a purchase and sale agreement with CVB Northwest. The Debtors will sell Parcels 1 and 7 as well as certain assets, contracts and intellectual property used in conjunction with the Debtors' Automated Systems Group business for $4,107,375.

Furthermore, CVB Northwest and Columbia Ventures will enter into an Indemnification and Release Agreement with the Debtors in connection with the CVB Northwest Sale Agreement. The Indemnification Agreement provides that CVB Northwest will indemnify the Debtors for virtually all liabilities arising from and related to environmental contamination of the Parcels and the ASG Business.

Consequently, the Debtors seek Court's authority to consummate the Sale with CVB Northwest, subject to higher and better offers.

The Sale excludes a pile of spent pot-lining, solid waste rubble and butt tailings that the Debtors consolidated and covered in response to a Washington State Department of Ecology Order.

The CVB Northwest Sale Agreement

The material terms of the CVB Northwest Sale Agreement are:

(a) The Properties, together with all buildings, structures and improvements on the Parcels -- except for the SPL Site -- all of the Debtors' rights, title and interests in and to easements, appurtenances, rights and privileges with respect to the Parcels and certain intellectual property to be licensed to CVB Northwest royalty-free will be sold to CVB Northwest for $4,017,375. The allocation of the purchase price will be:

(i) $2,000,000 for the ASG Business;

(ii) $1,385,200 for Parcel 1;

(iii) $400,000 for the Intellectual Property License; and

(iv) $232,175 for Parcel 7;

(b) The Properties are being sold on an "as is, where is" basis "with all faults" and "without any warranties, representations or guarantees, either express or implied, as to [their] condition, fitness for any particular purpose, merchantability, or any other representation or warranty of any kind, nature, or type whatsoever from or on behalf of the Debtors";

(c) CVB Northwest will deposit $250,000 in earnest money with Spokane County Title Company, as Auction Escrow Agent. The earnest money deposit will be credited to the purchase price upon the closing of the sale;

(d) CVB Northwest will deposit the cash balance of the purchase price -- after taking into account the earnest money deposit -- with Spokane Title Company 10 business days after the Court approves the sale;

(e) At the Closing, the Debtors, CVB Northwest and Columbia Ventures will enter into the Indemnification Agreement;

(f) The Debtors will grant CVB Northwest a drainage easement over certain real property commonly known as Parcel 6, still located in Mead, Washington. In turn, CVB Northwest will grant the Debtors an easement over Parcel 1 for access, drainage and other uses pertaining to the SPL Site;

(g) CVB Northwest will have until March 15, 2004 to use its commercially reasonable best efforts to negotiate and agree to a new collective bargaining agreement with the USWA with respect to employees of the Debtors represented by the USWA and employed at the Mead Facility. If CVB Northwest has not reached agreement with the USWA by March 15, 2004, CVB Northwest may terminate the Sale Agreement; and

(h) If CVB Northwest is not the successful bidder for the Properties, CVB Northwest will be entitled to receive a $250,000 break-up fee, payable upon the Closing of the Sale to another purchaser.

The Indemnification Agreement

The material terms of the Indemnification Agreement are:

(a) CVB Northwest will indemnify the Debtors and their affiliates from and against any and all claims, liabilities and damages that arise directly or indirectly out of any actual, alleged or suspected environmental contamination of the Properties;

(b) Certain classes of claims are excluded from the indemnity:

(i) Offsite contamination that did not result from a release or migration of hazardous materials on the Properties;

(iv) All liabilities of the Debtors related to environmental contamination that are discharged under Section 1141(d) of the Bankruptcy Code.

The exclusions from the indemnity, however, do not include:

(i) claims arising from activities or exposure on the Properties after the Closing; and

(ii) claims arising from the disturbance of pre-existing hazardous materials on the Properties by CVB Northwest or its successors or assigns;

(c) Columbia Ventures unconditionally guarantees and promises payment of all indebtedness that CVB Northwest may owe in respect of its obligations under the Indemnification Agreement. The Guarantee, however, will be limited to a $6,000,000 maximum cost, with certain reductions as time passes, and will terminate no later than 10 years after the execution of the Indemnification Agreement;

(d) The Debtors transfer to CVB Northwest their rights, title and interests in certain permits, licenses, contracts and approvals. CVB Northwest will perform all the obligations transferred from the Debtors; and

(e) CVB Northwest and Columbia Ventures will release and discharge the Debtors and their affiliates, directors, agents and employees from any and all present, past, future and contingent costs of any kind, except for the Excluded Claims, relating to actual, alleged or suspected environmental contamination and any associated costs.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation operates in all principal aspects of the aluminum industry, including mining bauxite; refining bauxite into alumina; production of primary aluminum from alumina; and manufacturing fabricated and semi-fabricated aluminum products. The Company filed for chapter 11 protection on February 12, 2002 (Bankr. Del. Case No. 02-10429). Corinne Ball, Esq., at Jones, Day, Reavis & Pogue, represent the Debtors in their restructuring efforts. On September 30, 2001, the Company listed $3,364,300,000 in assets and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service, Inc., 215/945-7000)

LEAP WIRELES: Launches Cricket Unlimited(TM) Service----------------------------------------------------Continuing to build on the success of its proven business model, Leap Wireless International, Inc., a leading provider of innovative and value-driven wireless communications services, unveiled Cricket Unlimited(TM) in all of its 39 Cricket markets across the country. The new service, which will be delivered over wireless networks that independent third party analysis confirm are among the best in the nation, gives customers unlimited anytime local calling, unlimited U.S. long distance (except Alaska), unlimited text messaging services, and several other voice features for one, low fixed monthly rate. With Cricket Unlimited(TM), Leap's operating subsidiary Cricket Communications, Inc. becomes the first wireless carrier in each of its markets to offer a complete package of unlimited anytime local, long distance and text messaging services without requiring the customer to agree to a long-term service commitment with a costly early termination charge.

"With Cricket Unlimited, we have once again introduced an industry leading wireless product that continues our five-year tradition of bringing unique, high-quality and value-driven services to consumers across the country," said Harvey P. White, chairman and CEO of Leap. "There is no doubt that many consumers are frustrated by the continued unpredictability of their wireless service. Between keeping track of minutes and trying to understand peak and off-peak hours, it's no wonder that many people are shocked when they get wireless bills that are much higher then they expected. With Cricket Unlimited, we have once again stepped up to fill a void in the marketplace and alleviate consumers' doubts by offering them truly unlimited anytime local and long distance wireless and text messaging services at an affordable fixed rate."

By combining the attractive calling capabilities of landline service with the added benefit of mobility and low prices, Cricket Unlimited(TM) offer consumers a product that provides more value than the services provided by Cricket's landline and wireless counterparts. Cricket Unlimited(TM) does not require a long-term service commitment and includes: unlimited anytime local minutes, unlimited anytime U.S. long distance (except Alaska), unlimited text messaging, voice mail, caller ID, call waiting, and up to three directory assistance calls per month, all for only $49.99 per month plus taxes and fees when customers sign up for Automatic Bill Payment (ABP). Customers who do not sign up for ABP can take advantage of this competitive offer for just $54.99 per month plus taxes and fees.

Complementing its introduction of Cricket Unlimited(TM), Cricket also launched its Multi-Value Plan, designed for families and small businesses looking to streamline their wireless services while reducing monthly costs. The Cricket Multi-Value Plan(TM) lets customers with a qualified service plan add up to three additional lines to their account and receive a discount of $10 per month for each line, while consolidating billing for all of those lines onto a single statement. This single billing feature makes it easier for households and small business to manage their wireless account.

"For many people, wireless services means complex, unpredictable and expensive calling plans tied to confusing long-term contracts that cost a small fortune to exit," said Glenn Umetsu, Leap's executive vice president and COO. "Cricket Unlimited and the Cricket Multi-Value Plan are just two more examples of Cricket's continued focus on delivering simple, comfortable wireless -- an approach that remains revolutionary in the marketplace. We believe that the introduction of such high value, no-strings-attached offers further strengthens our position as the choice for smart consumers in Cricket markets across the U.S."

With value, predictability and simplicity as the cornerstone of its business, Cricket offers customers in each of its 39 markets in 20 states the following wireless services, all without the hassle of being tied to a long term commitment:

* Cricket(R) -- At only $29.99 per month plus taxes and fees, customers can make and receive unlimited anytime wireless calls from within their calling area.

* Cricket +2(TM) -- Customers choosing Cricket +2(TM) have the benefit of unlimited anytime local minutes, 600 domestic long distance or 200 international long distance minutes, unlimited text messaging, voice mail, caller ID, call waiting, up to three directory assistance calls per month, and three-way calling all for only $44.99 per month plus taxes and fees with ABP ($49.99 plus taxes and fees without ABP).

* Cricket Unlimited(TM) -- In addition to unlimited local calling and text messaging, customers selecting Cricket Unlimited(TM) also enjoy the added value of unlimited U.S. Long Distance (except Alaska) for just $49.99 per month with ABP ($54.99 plus taxes and fees without ABP). Caller ID, Call Waiting and Voicemail are also included.

* Cricket Multi-Value Plan(TM) -- Designed with families and small businesses in mind, customers of either Cricket +2(TM) or Cricket Unlimited(TM) can also take advantage of $10 off per month on up to 3 additional lines of service. The Cricket Multi-Value Plan(TM) consolidates the usage of these lines onto one master bill for easy management of wireless phone bills.

About Cricket Service

Cricket(R) service is an affordable wireless alternative to traditional landline service and appeals to everybody who wants the most affordable, predictable and best wireless value. With a commitment to value, predictability and simplicity as the foundation of its business, Cricket designs and markets wireless products to meet the needs of everyday people. Cricket(R) service is available in 39 markets in 20 states across the country stretching from New York to California. For more information, visit http://www.mycricket.com/

About Leap

Leap, headquartered in San Diego, Calif., is a customer-focused company providing innovative communications services for the mass market. Leap pioneered the Cricket Comfortable Wireless(R) service that lets customers make all of their local calls from within their local calling area and receive calls from anywhere for one low, flat rate. Visit http://www.leapwireless.com/for more information.

Leap Wireless, as previously reported, is currently in default of all of its long-term financing agreements.

LES BOUTIQUES: Court Extends CCAA Protection to April 23, 2004--------------------------------------------------------------Les Boutiques San Francisco Incorporees announces that the Superior Court of Quebec has granted an extension of 38 days pursuant to the order issued last December 17, 2004, under the Companies' Creditors Arrangement Act. The extension is granted until April 23, 2004.

Since the Court's approval of the restructuring plan on January 15, 2004, the Corporation has sold the San Francisco boutiques as well as the lingerie stores Victoire Delage/Moments intimes. "The restructuring plan is being implemented as anticipated, within the schedule submitted to the Court in mid-January," said Gaetan Frigon, Chief Restructuring Officer of the Corporation. "In many aspects, we are even well ahead of the schedule submitted to the Court."

Over the next 38 days, the Corporation hopes to finalize the sale of its head office, which is located on Lauzon street in Boucherville, and intends to secure a firm commitment from investors interested in an equity participation. The Corporation also intends to file a plan of arrangement for creditors.

Negotiations continue with the owner of the building in which Les Ailes de la Mode operates in downtown Montreal, in order to agree on a new layout for the store and new rental arrangements. If possible, the Corporation hopes to keep the store open during construction work.

The restructuring plan approved by the Court indicates that the Corporation will concentrate its ongoing activities on the Les Ailes de la Mode banner and on its swimsuit division, including Bikini Village.

LORAL SPACE: Files 2003 Annual Report on Form 10-K with SEC-----------------------------------------------------------Loral Space & Communications (OTC Bulletin Board: LRLSQ) filed its annual report on Form 10-K with the Securities and Exchange Commission Monday, March 15, 2004, in which it reported financial results for the fourth quarter and year ended December 31, 2003.

Loral Space & Communications, a satellite communications company, filed for chapter 11 protection (Bankr. S.D. New York Case No. 03-41710) along with its affiliates on July 15, 2003. Stephen Karotkin, Esq. and Lori R. Fife, Esq. of Weil, Gotshal & Manges LLP represent the Debtors in their restructuring efforts. When the company filed for bankruptcy, it listed total assets of $2,654,000,000 against total debts of $3,061,000,000.

MILACRON: S&P Revises Watch to Developing over Bond Refinancing --------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'CCC' corporate credit and its other ratings on Milacron Inc. remain on CreditWatch, where they were placed Feb. 12, 2004, but that the implications were revised to developing from negative.

The revision stems from the company's announcement late on Friday, March 12, 2004, that it had obtained refinancing to repay bonds and bank debt that were due on March 15. Following completion of the various announced transactions, Milacron's cash balance is expected to be approximately $60 million. Total debt was about $323 million at Dec. 31, 2003, for Cincinnati, Ohio-based Milacron, a leader in the plastics machinery sector.

While the company successfully refinanced the March 15, 2004, maturities, it still faces a ?115 million 7.625% debt maturity in April 2005, an approximately one-year maturity of a new $140 million bank deal, and the new $100 million convertible debt securities containing various near-term conditions, some of which require shareholder approval by July 29, 2004. If various conditions are met the convertible debt securities will be converted into preferred stock, which in turn will convert to common equity within seven years.

"In resolving the Creditwatch, we will focus on the outlook for the company's core business, the implications of the new convertible securities and prospects for refinancing the new bank facility and the April 2005 euro maturity," said Standard & Poor's credit analyst Robert Schulz.

"Ratings would likely be raised, possibly into the 'B' category, if shareholder approval for issuance of additional shares is given and other conditions of the $100 million convertible debt securities are met," Mr. Schulz said. "Ratings would be lowered if such approval is not granted, given that the $100 million securities and the new $140 million credit facility would then be in default."

Millennium Chemicals (website: www.millenniumchem.com) is a major international chemicals company, with leading market positions in a broad range of commodity, industrial, performance and specialty chemicals.

Millennium Chemicals is:

-- The second-largest producer of TiO2 in the world, the largest merchant seller of titanium tetrachloride and a major producer of zirconia, silica gel and cadmium/based pigments;

-- The second-largest producer of acetic acid and vinyl acetate monomer in North America;

-- A leading producer of terpene-based fragrance and flavor chemicals; and,

-- Through its 29.5% interest in Equistar Chemicals, LP, a partner in the second-largest producer of ethylene and third- largest producer of polyethylene in North America, and a leading producer of performance polymers, oxygenated chemicals, aromatics and specialty petrochemicals.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'corporate credit rating on Millennium Chemicals Inc. and raisedthe ratings on the existing $150 million revolving credit facilityto 'BB' from 'BB-', to recognize the benefits of a pendingamendment (subject to the successful sale of at least $110 millionof long-term notes) that will improve lenders prospects for fullrecovery in the event of a default. Hunt Valley, Maryland-basedMillennium, with about $1.6 billion of annual sales andapproximately $1.3 billion of outstanding debt (excludingadjustments to capitalize operating leases), is primarily engagedin the production of commodity chemicals. The outlook is stable.

MIRANT CORP: Obtains Okay to Expand McKinsey's Advisory Role------------------------------------------------------------Michelle C. Campbell, Esq., at White & Case LLP, in Miami, Florida, reports that on February 20, 2004, McKinsey completed Wave I of Phase II. On February 22, 2004, McKinsey and the Mirant Corp. Debtors presented the Committees with a preliminary report of the results of Wave I of Phase II. On February 24, 2004, McKinsey and the Debtors presented those materials via conference call to certain representatives of the Committees and their counsel. The Debtors are informed that all three Committees and the Office of the U.S. Trustee support the Debtors' request to extend McKinsey's engagement through the completion of Wave II of Phase II.

During the Wave I of Phase II, McKinsey generated over 2,000 improvement ideas at the Wave I Plants. The Debtors will likely implement over 500 ideas at these plants, resulting in an annual full run-rate EBIT improvements of between $35,000,000 and $50,000,000, excluding capital reduction. Ms. Campbell notes that that savings nearly doubles the original estimate of $20,000,000 to $30,000,000.

In addition, McKinsey and the Debtors conducted capital reviews across the portfolio designed to re-scope, eliminate or delay projects that are not economically viable. This capital review process will result in an approximate $416,00,000 reduction of the capital budget from 2004 to 2008. Of this amount, $160,000,000 represented project eliminations.

Ms. Campbell informs Judge Lynn that McKinsey has completed its deep dives at Chalk Point, Canal and Lovell. The Wave I deep dives involved a high degree of plant participation and involvement. Over 10 persons at each plant were either fully or partially dedicated to this effort, which includes the plant managers and their supervisors. In addition, over 85% of plant personnel participated in the process. The deep dives were highly structured and involved four steps:

(1) Capability assessments were performed to establish a baseline for plant performance and focus idea generation sessions;

(2) Idea generation involved over 75 brainstorming sessions across the Wave I Plants. These sessions leveraged best practices from inside and outside of the industry based on McKinsey experiences as well as Mirant experts from across the portfolio to share internal best practices;

(3) Analyze the functional and financial feasibility of the thousands of ideas that were generated during the brainstorming sessions; and

(4) Development of a fully automated and detailed implementation plans for each idea that includes defined milestones and tracking devises to ensure that the plants could ultimately capture each opportunity.

Ms. Campbell explains that the ideas that are being implemented are "owned" and being implemented by plant personnel, not the experts or McKinsey representatives. The Debtors already obtained an explicit commitment from key individuals at the plant level to implement and execute the ideas. The Debtors intend to begin implementation of most of the ideas as soon as possible, subject to certain timing and resource constraints, and expect to have implemented about 70% of the ideas before the end of 2004.

Specifically, the Debtors will:

(i) modify operating procedures to increase rated capacity at the Chalk Point plant and reduce minimum loads at the Canal plant;

(ii) install new equipment to reduce heat rate within the Chalk Point plant;

(iii) transport fuel to Chalk Point plant via pipeline, as opposed to by vehicle;

(iv) install new equipment at the Canal plant that will improve blending capabilities and avoid double handling fees;

(v) reduce cold start times by 3 hours on units 3 and 4 at Chalk Point through cross-tie rotor warming; and

(vi) invest in preventive maintenance measures at each of the Wave I Plants designed to enable and improve performance.

According to Ms. Campbell, Wave II of Phase II is expected to last three months -- from March to May 2004. McKinsey's requested flat fee for Wave II, inclusive of expenses, is $2,925,000. Fees incurred to date for Phase I and Wave I of Phase II total $3,425,000, inclusive of expenses.

By this supplemental motion, the Debtors ask the Court to:

(a) extend McKinsey's engagement from March 1, 2004 through May 31, 2004;

(b) authorize the Debtors to direct McKinsey to complete the rollout; and

(c) approve the fee request of McKinsey for Wave II and related services, subject to the same terms set forth in the Employment Order.

Equity Committee Supports the Engagement

With the positive result of the Wave I of Phase II that McKinsey undertook, the Official Committee of Equity Holders supports the Debtors' request to allow McKinsey to continue with the Wave II of Phase II project.

* * *

The Court promptly grants the Debtors' request.

Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- together with its direct and indirect subsidiaries, generate, sell and deliver electricity in North America, the Philippines and the Caribbean. The Company filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NATIONAL BENEVOLENT: Signs-Up J.P. Morgan as Claims Agent---------------------------------------------------------The National Benevolent Association of the Christian Church and its debtor-affiliates sought and obtained approval from the Western District of Texas, San Antonio Division, to employ JP Morgan Trust Company, National Association, as their Official Claims and Noticing Agent.

JP Morgan will:

a) serve notices of the commencement of the cases and the setting of the first meeting of creditors pursuant to Section 341(a) of the Bankruptcy Code to all potential creditors and parties in interest;

b) notify creditors and potential creditors of the bar date to be established in the cases pursuant to Bankruptcy Rule 3003(c)(3), mail proof of claim forms to all potential claimants and provide certificates of mailing thereof;

c) to the extent requested by the Debtors, assist the Debtors in serving pleadings and orders fated and/or entered in these cases, and any other matter requiring notice pursuant to the Federal Rules of Bankruptcy Procedure and the local riles of this Court;

d) provide notice to any parties listed on the Debtors' schedules of assets and liabilities whose claim is amended;

e) maintain the official claims register (the "Claims Register") and provide the Clerk of the Court with copies thereof, as required by the Court;

j) provide exhibits and materials in support of motions to allow, reduce, amend, and expunge claims;

k) to the extent specifically requested by the Debtors, assist with the Debtors' solicitation of votes and distribution of solicitation materials, as and when required, in furtherance of the confirmation of the Debtors' chapter 11 plan(s) of reorganization; and

l) provide such other administrative services that may be requested by the Debtors.

Victoria Pavlick, Vice President of Bankruptcy and Settlement Services at JP Morgan, reports that her firm will bill the Debtors at its current hourly rates of:

Headquartered in Saint Louis, Missouri, The National Benevolent Association of the Christian Church (Disciples of Christ) -- http://www.nbacares.org/-- manages more than 70 facilities financed by the Department of Housing and Urban Development (HUD) and owns and operates 18 other facilities, including 11 multi-level older adult communities, four children's facilities and three special-care facilities for people with disabilities. The Company filed for chapter 11 protection on February 16, 2004 (Bankr. W.D. Tex. Case No. 04-50948). Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP represents the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed more than $100 million in both estimated debts and assets.

NATIONAL CENTURY: Court Clears Private Investment Settlement Pact-----------------------------------------------------------------Pursuant to Section 363 of the Bankruptcy Code, the National Century Debtors sought and obtained the Court's authority to enter into a settlement agreement with Private Investment Bank Limited.

Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in Columbus, Ohio, relates that prior to the Petition Date, the Debtors provided financing to Med Diversified, Inc., Tender Loving Care Health Care Services, Inc. and its affiliates. Med Diversified owns 99% of TLC. PIBL became involved with the Med Diversified Entities in mid-2001 when it provided financing to Med through a $40,000,000 loan transaction with a Swiss investment bank. PIBL agreed to restructure the loan and to advance Med an additional $30,000,000 in December 2001.

Med agreed to pledge certain of its accounts receivable to secure the PIBL-Med Loan. The Debtors dispute PIBL's assertion that, in connection with the PIBL-Med Loan, the Debtors agreed to release or transfer their security interests in Med's accounts receivable. Subsequently, on August 15, 2002, Med and PIBL entered into a settlement agreement dated as of June 28, 2002, pursuant to which:

(a) TegCo Investments, LLC, an entity owned by Frank P. Magliochetti, part owner and executive of Med, purchased $12,500,000 of the PIBL-Med Loan;

(b) TegCo agreed to subordinate its portion of the claim to PIBL;

(c) Med paid PIBL $2,800,000 in accrued interest and fees; and

(d) PIBL extended the maturity date of the PIBL-Med Loan.

Mr. Oellermann further relates that in November 2002, the TLC entities and the Med entities filed Chapter 11 voluntary petitions in New York. The New York Bankruptcy Court authorized Sun Capital Healthcare, Inc. to provide postpetition financing to the Med entities. Sun Capital collected accounts receivable and established an escrow account for proceeds of the Pre-October 18, 2002 Receivables. The Sun Capital Escrow Amount currently holds $3,600,000.

Subsequently, several claims were filed among the parties:

* NCFE-Med Claims -- the Debtors' claims against Med for $90,000,000

* NCFE-TLC Claims -- the Debtors' claims against the TLC entities in excess of $100,000,000

* Med-NCFE Claims -- the Med Diversified Entities' claims against the Debtors in excess of $28,000,000 based on alleged breaches of contract and other alleged improper conduct by the Debtors

* PIBL-NCFE Claims -- PIBL's claims against the Debtors in excess of $150,000,000 based on alleged breaches of contract and other alleged improper conduct by the Debtors

* PIBL-Med Claims -- PIBL's claims against the Med estates alleging amounts due under the loan as well as claims for fraud, totaling $50,000,000

* PIBL-TLC Claims -- PIBL's claims against TLC for $150,000,000

After months of complex, arms-length negotiations, the parties entered into a settlement agreement with respect to the Debtors' claims:

A. NCFE Assignments

The Debtors will assign to PIBL:

* all of the NCFE-Med Claims;

* up to $1,000,000 of administrative claims relating to funds released to Med by the Debtors pursuant to cash collateral orders in the Med Chapter 11 cases; and

* all of the Debtors' interests in TegCo and TEGRx, Inc.

B. PIBL Assignments

PIBL will assign to the Debtors the PIBL-TLC Claims and PIBL's security interests in TLC, including all claims and liens against TLC's accounts receivable and the stock of TLC owned by Med and pledged to PIBL.

C. Sun Capital Escrow Account

PIBL will receive $400,000 from the Sun Capital Escrow Account. The Debtors will receive all remaining funds from the Sun Capital Escrow Account free and clear of any liens interests of Med, TLC or their creditors, secured or unsecured, including PIBL.

D. Mutual Releases and Global Settlement

The Parties and PIBL will exchange mutual releases, which will include a withdrawal of the PIBL-NCFE Claims, the PIBL objection to confirmation of the NCFE Plan and a standstill agreement for all other matters pending implementation of the Settlement Agreement.

E. Termination of the Settlement Agreement

The terms of the settlement between the Debtors and PIBL became effective upon the execution of the Term Sheet, and will remain in effect through August 31, 2004 unless further extended by written consent of PIBL and the Debtors, or their successors or assignees. Prior to the Termination Date, all of the conditions must be satisfied or waived, which may require confirmation of Chapter 11 plans in the cases of the Debtors, Med and TLC.

NATIONAL WASTE: Section 341(a) Meeting Slated for April 9---------------------------------------------------------The United States Trustee will convene a meeting of National Waste Services of Virginia, Inc.'s creditors at 10:00 a.m., on April 9, 2004 in Room 2112 at 2nd Floor, J. Caleb Boggs federal Building, 844 King Street, Wilmington, Delaware 19801. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors.

Headquartered in Little Creek, Delaware, National Waste Services of Virginia, Inc. -- http://www.natwaste.com/-- collects, processes and disposes solid non-hazardous waste and recycling materials. The Company filed for chapter 11 protection on March 4, 2004 (Bankr. Del. Case No. 04-10709). Michael Gregory Wilson, Esq., at Hunton & Williams represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed estimated debts and assets of over $10 million each.

The Duplicate Claimants filed multiple claims against the same Debtor and identical claims against more than one of the Debtors, seemingly on the basis that the individual Debtor entities are jointly and severally liable with the underlying claims.

Ashley B. Stitzer, Esq., at The Bayard Firm, in Wilmington, Delaware, points out that the Duplicate Claimants are only entitled to a single recovery and claim with respect to the liabilities asserted in the Duplicate Claims. Therefore, the Duplicate Claims overstate the Debtors' actual obligations to the Duplicate Claimants.

Accordingly, the Creditor Trustee asks the Court to disallow and expunge the Duplicate Claims.

B. Deficient Documentation Claims

The Creditor Trustee also identified eight claims that did not attach material supporting documents:

Due to insufficient documentation, the Creditor Trustee is unable to ascertain whether there are valid liabilities associated with the claims. Ms. Stitzer points out that a claimant must allege facts sufficient to support a claim. However, the Deficient Documentation Claimants failed to carry their initial burden of establishing a prima facie case with respect to the Deficient Documentation Claims.

Hence, the Creditor Trustee asks the Court to disallow each of the Deficient Documentation Claims in their entirety.

C. Contingent Liability Claims

The Creditor Trustee discovered 131 Contingent Liability Claims that do not represent a valid obligation of the Debtors. Among them are:

Ms. Stitzer tells the Court that the Creditor Trustee determined that the Contingent Liability Claims are alleged contingent and unliquidated prepetition obligations of the Debtors. At this stage, no right to payment has arisen. Accordingly, the Creditor Trustee asks the Court to disallow and expunge the Contingent Liability Claims in their entirety.

Alternatively, the Creditor Trustee asks the Court to frame estimation procedures pursuant Section 502(c) of the Bankruptcy Code or otherwise provide a liquidation procedure in order to determine the estate's liability, if any, regarding the Contingent Liability Claims. To the extent that a Contingent Liability Claimant will agree to proceed against applicable insurance coverage and limit its recovery to the same, the Creditor Trustee has no objection. (NationsRent Bankruptcy News, Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)

NAVISITE INC: Second Quarter 2004 Net Loss Narrows to $3.4 Million------------------------------------------------------------------NaviSite, Inc. (NASDAQ SC: NAVI), a provider of outsourced hosting and managed application services, reported financial results for its second quarter of fiscal year 2004, which ended January 31, 2004.

For the second quarter of fiscal year 2004, total revenue increased 19% to $22.3 million from $18.8 million in the second quarter of fiscal year 2003. Gross profit grew for the second quarter of fiscal year 2004 to $5.6 million (or 25% of revenue), compared to a gross profit of $1.8 million (or 9.3% of revenue) in the second quarter of fiscal year 2003.

Net loss for the second quarter in fiscal year 2004 totaled $3.4 million, or a loss of $0.14 per share, versus a net loss of $20.2 million, or a net loss of $2.07 per share, in the second quarter of fiscal year 2003.

The Company reported its second consecutive quarter of positive EBITDA (Earnings Before Interest, Taxes, Depreciation, Amortization and non-cash compensation), with a gain of approximately $1.5 million for the second quarter of fiscal year 2004, excluding impairment charges of $946,000. This compares to a positive EBITDA of $1.8 million for the first quarter of fiscal year 2004, excluding $1.1 million of impairment charges and an EBITDA loss of $869,000 in the second quarter of fiscal year 2003. Including impairment charges, EBITDA was $583,000 for the second quarter of fiscal year 2004 as compared to $676,000 for the prior quarter of fiscal year 2004. Cash flow from operating activities for second quarter fiscal year 2004 was $3.0 million, compared to cash used for operating activities of $549,000 in the second quarter in fiscal year 2003.

Gross profit as a percentage of revenue continued to increase in fiscal year 2004 to 25% in the second quarter, up from 21% in the prior quarter. This occurred despite a 5% decrease in total revenue to $22.3 million in the quarter from $23.5 million for the first quarter of fiscal year 2004. Comparative second quarter fiscal year 2003 operating results have been restated to reflect, on an "as if pooling" basis, our related party acquisitions of certain subsidiaries of ClearBlue Technologies, Inc., as explained in our quarterly report on Form 10-Q for our second quarter of fiscal year 2004, to be filed later today with the SEC.

Becker continued, "These results represent another positive step toward reaching our goal of profitability and mark the second straight quarter we have shown positive EBITDA(1) and the first quarter we have shown a positive cash flow from operating activities. We will continue to look to increase revenue by both growing our customer base and improving on our ability to sell new products into our approximately 900 customers."

Key Highlights and Subsequent Events

-- In November, NaviSite named industry veteran Stephen Scott as managing director of the Company's newly reorganized UK operations. Mr. Scott brings significant experience in the managed services industry to NaviSite, having held the position of Managing Director at PSInet Europe, and European Vice President with service providers Global Switch and Keybridge.

-- On November 25, 2003, we announced that the New York State Department of Labor added $52 million to its existing contract with us to provide application hosting and application development services in support of the America's Job Bank Web site and related programs. This amendment to the existing five-year, $83 million hosting and services contract also decreased the hourly rates for various services that we provide under the contract by an average of approximately 21%. The New York State Department of Labor has the ability to purchase additional services to meet the projected contract needs until the expiration of the contract in 2005.

-- We added 31 new customers to offset the 23 non-renewals during the quarter.

"We continue to work through the final stages of integration for our acquisitions in our drive to sustain profitability and positive cash flow. Notably, in the most recent quarter, we experienced one-time move and severance-related charges for our UK facility of approximately $359,000 which is contained in our cost of operations. Were we to exclude those charges, our reported EBITDA(1) would be higher by an equivalent amount," said Becker. "Similarly, we reached an oral agreement with one of our landlords to restructure a lease that we anticipate will benefit future quarters with increased profitability. We are finalizing these amounts and the specific terms of the contract and expect to provide an update on the status of this and other initiatives next quarter."

About NaviSite, Inc.

NaviSite is a leading provider of outsourced hosting and managed application services for middle-market organizations, which include mid-sized companies, divisions of large multi-national companies and government agencies.

* * *

Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange Commission, Navisite reports:

"At January 31, 2004, we had a working capital deficit of $14.7 million, an accumulated deficit of $425 million, and have reported losses from operations since incorporation. We anticipate incurring additional losses throughout our current fiscal year. We have taken several actions we believe will allow us to continue as a going concern through July 31, 2004, including the closing and integration of strategic acquisitions, the changes in 2003 to our Board of Directors and senior management and bringing costs more in line with projected revenues.

"On January 22, 2004, we filed with the Securities and Exchange Commission a registration statement on Form S-2 to register shares of our common stock to issue and sell in a public offering to raise additional funds. We believe that that offering will allow us to raise the necessary funds to meet our anticipated needs for working capital and capital equipment for at least 12 months following the proposed offering. In the event we are unable to complete the proposed offering, we will need to find alternative sources of financing in order to remain a going concern. Potential sources include our financing agreement with Silicon Valley Bank and public or private sales of equity or debt securities. We may also consider sales of assets to raise additional cash. If we use a significant portion of the net proceeds from an offering to acquire a company, technology or product, we may need to raise additional debt or equity capital.

"During fiscal 2003, we acquired four companies, downsized our workforce and restructured our business and balance sheet to improve operating cash flow. We plan to continue to look for efficiencies and redundancies to maximize our cash flow. Our cash flow estimates are based upon attaining certain levels of sales, maintaining budgeted levels of operating expenses, collections of accounts receivable and maintaining our current borrowing line with Silicon Valley Bank among other assumptions, including the improvement in the overall macroeconomic environment. However there can be no assurance that we will be able to meet such cash flow estimates. Our sales estimate includes revenue from new and existing customers which may not be realized and we may be required to further reduce expenses if budgeted sales are not attained. We may be unsuccessful in reducing expenses in proportion to any shortfall in projected sales and our estimate of collections of accounts receivable may be hindered by our customers' ability to pay."

NRG ENERGY: Asks Court to Disallow & Expunge Various Claims -----------------------------------------------------------Matthew A. Cantor, Esq., at Kirkland & Ellis, in New York, reports that as of March 4, 2004, approximately 1,300 proofs of claim have been filed against the NRG Energy Debtors with Kurtzman Carson Consultants, the Court-appointed claims agent in these Chapter 11 cases. The Debtors have commenced the claims reconciliation process and identified particular categories of proofs of claim for disallowance and expungement or reclassification:

A. Duplicate Claims

The Debtors identified 42 Duplicate Claims. The Duplicate Claims were filed against the same Debtors for the same dollar amount on account of the same obligation. Thus, it appears that the claimant erroneously filed the same proof of claim more than once. In the event that the duplicate claim are not formally disallowed and expunged, the entities that filed the duplicative proofs of claim could potentially receive a double recovery.

Thus, the Debtors ask the Court to disallow and expunge the Duplicate Claims.

B. Late-Filed Claims

The Debtors determined that 106 proofs of claim were not filed on or before the Bar Date, the Governmental Unit Bar Date or other deadline to file claims as authorized by the Bankruptcy Code or prior orders of the Court. The Claimants are not otherwise excused from filing late claims.

The Debtors ask the Court to disallow and expunge the late- filed claims. Some of the largest Late-Filed Claims:

The Debtors listed 852 Claims in their Schedules that are either not enforceable against them under any agreement or applicable law, or may be duplicative of claims for which proofs of claim have been filed. The Debtors reached this determination based on careful review of their books and records and as a result of extensive consultations with KCC.

Hence, the Debtors ask the Court to disallow and expunge the Scheduled Claims.

D. Duplicate Claims of Individual Noteholders

Pursuant to each of the Debtors' Indenture Trust Agreements, the Indenture Trustees have the right to assert all claims on behalf of the noteholders. Mr. Cantor notes that for each series of notes outstanding, the appropriate Indenture Trustee filed a proof of claim or the Debtors have resolved all claims pursuant to the NRG Plan. Thus, any claim asserted by or on behalf of individual noteholders are duplicative of the claims filed by the appropriate Indenture Trustee or scheduled and resolved separately by the Debtors.

The Debtors discovered 657 Litigation Claims that are not properly allowable because there is no liability to the Debtors under each claim. The Litigation Claims are claims for various alleged legal liabilities, comprising of 40 discrimination claims and 617 asbestos-related claims.

The Debtors determined that the 617 Asbestos-related Claims are not properly allowable because the claims are uncertain. In addition, all the Discrimination Claims are not properly allowable because the claims do not comport with the Debtors' books and records. Some of the Discrimination Claims are:

The Debtors identified 232 Claims not consistent with their books and records. Of all 232 Books & Records Claims, the Debtors assert that they do not have any outstanding obligations owing 222 of the Claims. Hence, the Debtors ask the Court to disallow and expunge the 222 Books and Records Claims from the Debtor's claim registry.

In addition, the Debtors reviewed the Claims and concluded that 10 Books and Records Claims are not properly allowable because the amounts have been partially paid by the Debtors. Accordingly, the Debtors ask the Court to reduce the claim amounts of the 10 Books and Records Claims and allow it only for the amount listed.

G. Claims Improperly Filed as Priority or Secured Claims that should be Reclassified as General Unsecured Claims

Mr. Cantor reports that 220 claims were filed as unsecured claims entitled to priority status under Section 507(a) of the Bankruptcy Code or secured status under Section 506 of the Bankruptcy Code. The Debtors object to the classification of each of the Improperly Filed Claims as priority or secured claims and ask the Court to reclassify each of the Claims as a general unsecured claim.

Mr. Cantor points out that 830 claims filed against the Debtors fail to assert a claim against the Debtors. Thus, allowance of the claims would contravene Section 502(b)(1) of the Bankruptcy Code, which provides that such claims are "unenforceable against the debtor and property of the debtor."

Accordingly, the Debtors ask the Court to expunge and disallow all the Uncertain or Unknown Claims for all purposes.

I. Amended Claims

The Debtors ask the Court to disallow and expunge 63 Claims because these claims have subsequently been amended and replaced by other proofs of claim.

NRG ENERGY: Organizational Changes Focus on Regional Operations---------------------------------------------------------------NRG Energy, Inc. has completed a review of its organizational structure and is proceeding with plans to implement a new regional business strategy and structure. The new structure calls for a reorganized leadership team and a corporate headquarters relocation.

NRG has appointed regional presidents who will manage the asset portfolio for the Company's core regions - Northeast, West, South Central and Australia - as individual regional businesses. The regional businesses will rely on corporate headquarters staff to provide professional services and to perform usual corporate functions.

NRG also announced functional business areas and the senior leadership team for the new business structure:

-- Scott Davido will become Executive Vice President and Regional President, Northeast Region. Davido most recently served as Senior Vice President and General Counsel for NRG.

-- Bob Henry has joined NRG as Vice President, Business Operations and will oversee NRG's Thermal, Portfolio Management, Business Processes and Information Technology divisions. Prior to joining NRG, Henry served as General Counsel at ABB Equity Ventures, an international independent power producer.

-- As previously announced, NRG has appointed Robert Flexon to be Executive Vice President and Chief Financial Officer effective March 29, 2004.

In a move intended to increase the company's effectiveness in serving its stakeholders, the corporate headquarters will be moved to a yet to be finalized location within NRG's northeast region.

"Power generation is fundamentally a local business and, for NRG, the northeast has our greatest concentration of plants and employees as well as external stakeholders such as regulators, customers and investors," said David Crane NRG's President and Chief Executive Officer.

NRG's restructuring also calls for a streamlined corporate headquarters staff as functions are shifted to the regions. The new NRG corporate structure calls for a staff of approximately 140 employees. NRG currently has approximately 240 individuals at its Minneapolis headquarters. The Company's headquarters will remain open through the transition, which is expected to begin in September 2004 and run through March 2005. NRG anticipates being able to announce the new headquarters location by mid-April.

NRG Energy, Inc. owns and operates a diverse portfolio of power-generation facilities. Its operations include competitive energy production and cogeneration facilities, thermal energy production and energy resource recovery facilities

NTL INC: Maxcor Wins Summary Judgment Motion in Trades Lawsuit --------------------------------------------------------------Maxcor Financial Inc., the U.S. broker-dealer subsidiary of Maxcor Financial Group Inc. (Nasdaq: MAXF), announced that it has won its motion for summary judgment in the lawsuit it brought in February 2003 in the Supreme Court of the State of New York concerning its "when-issued" trades in the common stock of NTL Inc.

The summary judgment decision, entered Monday afternoon by Justice Charles Ramos in Maxcor Financial Inc. v. P. Schoenfeld Asset Management LLC, et al. (Index No. 600410/03) and two related cases, holds that all when-issued trades in NTL Inc. common stock among the parties before the Court should be settled on an adjusted and uniform basis.

Maxcor's lawsuit had sought exactly this result. The settlement of when-issued trades in NTL Inc. common stock had been thrown into turmoil in early January 2003 when NTL emerged from bankruptcy under a plan of reorganization providing for the issuance of one-fourth the number of shares as was previously contemplated in its September 2002 plan of reorganization. Maxcor and other participants in the when-issued trading market expected that when-issued trades would be adjusted to reflect what was intended by NTL and the Bankruptcy Court to be a neutral transaction, with the same effect as a 1-for-4 reverse stock split. Unfortunately, a number of buyers in that market instead attempted to claim a windfall and take delivery of an unadjusted number of shares, having a total value potentially four times in excess of what they bargained for.

Maxcor cautioned that the mechanics of implementing Monday's summary judgment decision have not yet been specified by the Court, and are subject to the settlement of an order that will be circulated on notice to all parties in the cases. Maxcor further noted that the decision remains subject to the various appeal rights of the affected parties.

As a result, Maxcor declined to predict the impact of the decision on its financial results, or the likely timing of that impact. However, Maxcor said that it would not expect to begin reversing any of its $5.1 million in pre-tax losses recorded to date for this matter unless and until the appeal rights of any one or more of its fifteen affected counterparties are exhausted or otherwise finally resolved. Maxcor also said that it is still involved in a separate NASD arbitration, on the same matter, with a sixteenth counterparty, and cannot predict whether the panel in that proceeding will reach the same result as the Court.

Maxcor Financial Inc. is an SEC registered broker-dealer, specializing in institutional sales, trading and research operations in corporate bonds, municipal bonds, convertible securities and equities. Maxcor is a subsidiary of Maxcor Financial Group Inc. (Nasdaq: MAXF) -- http://www.maxf.com/-- which through its various Euro Brokers businesses is also a leading domestic and international inter-dealer brokerage firm specializing in interest rate and other derivatives, emerging market debt products, cash deposits and other money market instruments, U.S. Treasury and federal agency bonds and repurchase agreements, and other fixed income securities. Maxcor Financial Group Inc. employs approximately 500 persons worldwide and maintains principal offices in New York, London and Tokyo.

OMEGA HEALTHCARE: Fitch Ups & Places Ratings on Watch Positive --------------------------------------------------------------Fitch Ratings has upgraded Omega Healthcare Investors, Inc.'s senior unsecured credit rating on its recent offering of $200 million, 10-year senior unsecured notes and its existing 6.95% senior unsecured notes due 2007 to 'B' from 'B-'. Additionally, Fitch has upgraded the preferred stock rating to 'CCC+' from 'C' on Omega's three series of outstanding preferred securities. This includes the recently issued $118.5 million of 8.375% series D cumulative redeemable preferred securities. In all, approximately, $226 million of preferred securities are affected by this upgrade. Fitch has also placed Omega on Rating Watch Positive to consider the impact of recently implemented financings.

Fitch's upgrade reflects Omega's improved financial profile and operating performance in recent months. During third-quarter 2003, Omega reinstated its preferred and common dividend payments after a suspension in 2001 to conserve cash to address pending debt maturities. Omega was successful in addressing its debt maturities as well as bringing current all classes of preferred stock. Further, Omega has improved its financial measures over the past five quarters with EBITDA coverage of total interest expense of 3.5 times for the period ending Dec. 31, 2003 up from 1.7x for the same period of 2002. Similarly, Omega's fixed charge coverage during that same period doubled to 1.8x from a low of .9x. Omega's total debt leverage has averaged in the 32% range (as a percent of total undepreciated book capital) for much of the past two years and when adding total preferred securities to the equation, the company has averaged in the 56% range.

Over the past several years, a number of operators vacated assets or defaulted on leases leaving Omega to operate the asset. For much of the past year, Omega has worked at re-leasing to third party operators or selling these assets. As of Dec. 31, 2003, Omega reported that they no longer operated any of the assets it previously owned. Omega's occupancy has remained stable at 81% for much of 2003 in line with or slightly below its peers. Additionally, operator coverage levels have improved albeit not to levels Fitch believes are robust. Omega reported earnings before interest, taxes, depreciation, amortization, rent and management fees (EBITDARM) coverage of rent for the period ended Sept. 30, 2003 of 1.52x up from 1.42x reported for the period of March 31, 2003. After payment of management fees to the operator, EBITDAR coverage was 1.07x up from .97x for the same period. Although the company experienced improvement, this lags behind many of its peers' reported operator coverage levels.

Finally, in February 2003, Sun Healthcare, Omega's largest tenant at approximately 15% of revenue, announced it was seeking rent moratoriums and/or rent concessions from its landlords for its portfolio of properties. In January 2004, Omega restructured its leases with Sun Healthcare and signed a new master lease for 30 of the company's assets (down from 51 assets) with a ten year term with annual base rent of $18.7 million and annual bumps. With respect to the remaining 20 facilities, fifteen have already been transitioned to new operators and five are in the process of being transferred to new operators. Omega agreed to sell $200 million of 10-year senior unsecured notes with proceeds anticipated to payoff all debt outstanding under its existing credit facilities. Additionally, Omega has announced that it received commitments from Bank of America, N.A., Deutsche Bank AG and UBS Loan Finance, LLC to obtain a new $125 million revolving senior secured credit facility. The proposed $125 million credit facility may be used for acquisitions and general corporate purposes. As of Dec. 31, 2003, Omega had approximately $177 million outstanding under its secured revolving lines of credit.

Fitch's resolution of the Ratings Watch for Omega will be near-term once Fitch has weighed the sustainability of Omega's recent improvements against its single investment focus on skilled nursing facility (SNF) and its related volatility.

Fitch remains concerned with Omega's focus in the SNF sector that has exhibited volatility in the past due to its dependence on federal (Medicare) and state (Medicaid) reimbursement. Many health care service providers, the tenants of real estate investment trusts (REITs), have experienced financial stress in the past when reimbursement rates were adjusted downward or reimbursement formulas changed. Many tenants filed for Chapter 11 bankruptcy protection or approached health care property owners seeking lease restructuring and rent relief. That said, Fitch believes that Medicare will exhibit some stability for much of 2004 as we head into the presidential elections in November 2004. The theory being that reimbursement rates that are set each October will likely not be decreased during an election year due to its impact (negative) on the elderly, a large voting constituency for both Republicans and Democrats. For more on Fitch Ratings' macro view of the health care sector, please refer to Fitch's 2004 REIT Scorecard, published Feb. 23, 2004, available on the Fitch Ratings web site at 'www.fitchratings.com'.

Omega Healthcare Investors, Inc. (NYSE: OHI) is an approximate $850 million (as measured by undepreciated book capital) equity REIT that owns or holds mortgages on 211 skilled nursing and assisted living facilities with approximately 21,500 beds located in 28 states and operated by 39 third-party healthcare operating companies.

OM GROUP: Form 10-K Filing Delay May Trigger Debt Default ---------------------------------------------------------OM Group, Inc. (NYSE: OMG) anticipates restating its financial statements for 1999 through 2003 as the result of an independent investigation being completed by the audit committee of the company's board of directors regarding inventory issues.

Although the exact amounts of the adjustments are not known at this point, it is expected that the adjustments will negatively affect earnings in 1999, 2000 and 2001 while positively affecting results in 2002 and 2003. This is because most of the adjustments in 1999, 2000 and 2001 will represent amounts previously written off during 2002 and 2003. The company expects that the aggregate reduction in retained earnings as of September 30, 2003, should not exceed $25 million.

Accordingly, these financial statements and the related independent auditors' reports, which are included in public filings made by the company with the SEC, and the independent auditors' completed interim review, should no longer be relied upon. The restatement does not affect the company's operating results for 2004 or its cash position.

The company's filing of its Form 10-K for the year ended December 31, 2003 will be delayed until details of the restatement are completed and the company resolves the issues raised by the SEC comments on previous company filings.

On February 17, 2004, the company reported it was delaying the announcement of its 2003 fourth quarter and full-year results because it was in the process of responding to comments from the staff of the SEC relating to previous company filings with the SEC. The SEC staff's comments include issues regarding application of accounting standards related to the valuation of inventory. Some of the adjustments to be included in the restatement impact the company's responses to the SEC staff's comments. Also, the company previously reported it is considering the preferability of changing to the FIFO method of inventory valuation. The company is still in the process of responding to the SEC staff's comments.

The company is discussing these matters with the lenders participating in its revolving credit facility. The company currently has no borrowings under that facility.

Delay in filing the 2003 Form 10-K may also permit the trustee or noteholders to deliver a notice of default under the indenture relating to the company's $400 million of public debt. If such a notice is delivered and the company does not file its 2003 Form 10-K within 60 days of the notice, then the trustee or noteholders would have the right, but would not be obligated, to accelerate the public debt. The company does not know if such a notice will be delivered.

James P. Mooney, chairman and chief executive officer, stated, "Our operating team is continuing to focus on business opportunities associated with current strong market conditions. Metal prices for cobalt and nickel remain high and demand in many of our end markets is strong. Although offset to some extent by the strong Euro, these factors should result in significantly higher sales, improved margins and increased operating profit for the first quarter of 2004 as compared to the same period a year ago. We will provide more details regarding our expectations for 2004 when we report our 2003 earnings."

ABOUT OM GROUP, INC.

OM Group is a leading, vertically integrated international producer and marketer of value-added, metal-based specialty chemicals and related materials. Headquartered in Cleveland, Ohio, OM Group operates manufacturing facilities in the Americas, Europe, Asia, Africa and Australia. For more information, visit the company's Web site at http://www.omgi.com/

OREGON ARENA: Has Until March 26 to File Schedules & Statements---------------------------------------------------------------The U.S. Bankruptcy Court for the District of Oregon gave Oregon Arena Corporation and its debtor-affiliates an extension to file its schedules of assets and liabilities, statements of financial affairs and lists of executory contracts and unexpired leases required under 11 U.S.C. Sec. 521(1). The Debtor has until March 26, 2004, to file these financial disclosure documents.

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns Portland's Rose Garden, one of the city's entertainment arenas and home of the NBA's Portland Trail Blazers. The company filed for chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case No. 04-31605). Paul B. George, Esq., at Foster Pepper Tooze LLP and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C., represent the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed an estimated assets of more than $10 million and estimated debts of more than $100 million.

OWENS: Unsecured Panel Turns to Dr. Mar Utell for Asbestos Advice-----------------------------------------------------------------On December 11, 2003, the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of the Owens Corning Debtors elected Mar Utell, M.D., to provide asbestos medical consulting services to the Committee during the pendency of these Chapter 11 cases.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel, in Wilmington, Delaware, informs the Court that Dr. Utell has extensive and diverse experience, knowledge and reputation in the field of pulmonology, especially related to asbestos-related disease and impairments. Dr. Utell's extensive pulmonological experience qualifies him as an expert in the field of pulmonology. Dr. Utell has been a board-certified pulmonologist for 26 years.

Dr. Utell will be:

(1) advising on issues related to pulmonology;

(2) advising on the application of pulmonology in asbestos- related disease and impairment;

(3) assisting in the development of pulmonological standards to be used in claims procedures in any future trust;

(5) testifying on behalf of the Commercial Committee, if necessary; and

(6) performing any other necessary services as the Commercial Committee or the Commercial Committee's counsel may request from time to time with respect to any asbestos- related issue.

Dr. Utell will coordinate with the Commercial Committee's other advisors and counsel, as appropriate, to avoid duplication of effort.

Dr. Utell will be compensated at $400 per hour for services provided to the Commercial Committee. Dr. Utell's out-of-pocket expenses, like travel, long distance telephone calls, messenger service, express mail, bulk mailing, photocopies, or entertainment, will be billed at cost in addition to the hourly rate.

Dr. Utell assures the Court that:

(1) he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and as required by Section 328 of the Bankruptcy Code, and holds no interest adverse to the Debtors and their estates for the matters for which he is to be employed; and

(2) he has no connection to the Debtors, their creditors and their related parties.

Dr. Utell will conduct an ongoing review of his files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new facts or relationships are discovered, Dr. Utell will supplement his disclosure with the Court.

PARMALAT GROUP: US Debtors Bring-In Weil Gotshal as Bankr. Counsel------------------------------------------------------------------Parmalat USA Corporation and its debtor-affiliates need bankruptcy lawyers to prosecute their Chapter 11 cases. Anthony Mayzun, Parmalat USA Vice President - Finance and Assistant Treasurer, tells Judge Drain that the U.S. Debtors chose Weil, Gotshal & Manges, LLP because of the firm's extensive experience, knowledge and established reputation in corporate reorganizations and debt restructurings under Chapter 11 of the Bankruptcy Code. Weil Gotshal is also familiar with the U.S. Debtors' businesses and financial affairs.

In December 2003, Parmalat SpA engaged Weil Gotshal to provide representation and advice in connection with strategic alternatives, financial restructuring and insolvency matters, worldwide asset recovery, and general litigation matters, including actions commenced against Parmalat in the United States by the Securities and Exchange Commission and private parties. Weil Gotshal represented Parmalat, under the direction of the Extraordinary Commissioner, Dr. Enrico Bondi, in connection with proceedings under Section 304 of the Bankruptcy Code.

Before December 2003, Weil Gotshal represented Parmalat in a variety of matters unrelated to the Debtors' pending Chapter 11 cases. In 1998, Weil Gotshal performed work for the Debtors to ensure that labels of Parmalat products sold in the United States complied with legal requirements relating to the labeling of milk. Weil Gotshal also represented Parmalat in 1998 in its acquisition of a Hungarian company, Cegledtej. Weil Gotshal performed additional diligence work in connection with an attempted acquisition of a second Hungarian dairy company. In 1999, WG&M assisted Parmalat's lead counsel with diligence relating to real estate and certain corporate matters in connection with Parmalat's acquisition of Farmland Dairies.

Weil Gotshal also represented Parmalat in connection with certain real property leases for Gelateria Parmalat ice cream stores in Florida and Puerto Rico. Recently, Weil Gotshal assisted and advised the U.S. Debtors in connection with the preparation for, and commencement of, their Chapter 11 cases.

The U.S. Debtors believe that Weil Gotshal possesses the requisite resources and is both highly qualified and uniquely able to represent the Debtors' interests in these cases going forward.

The Debtors contemplate that Weil Gotshal will render specialized legal services to the Debtors as needed throughout the cases. Generally, without limiting the scope of Weil Gotshal's work, the firm will:

(a) take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates;

(b) prepare on the Debtors' behalf, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates;

(c) negotiate and prepare on the Debtors' behalf a plan of reorganization and all related documents; and

(d) perform all other necessary legal services in connection with the prosecution of these Chapter 11 cases.

Weil Gotshal members Marcia L. Goldstein and Gary T. Holtzer, and associate Gary D. Ticoll will primarily provide the services for the U.S. Debtors.

The U.S. Debtors will compensate Weil Gotshal in accordance with its customary hourly rates plus reimbursement of out-of-pocket expenses. The firm's customary hourly rates are:

Mr. Holtzer discloses that, within the one year before the Petition Date, Weil Gotshal received advances aggregating $625,000 from the U.S. Debtors on account of the services performed by the firm. As of the Petition Date, the fees and the expenses incurred by the firm and debited against the amounts advanced to it by the Debtors approximated $525,000. The precise amount will be determined upon the final recording of all time and expense charges. As of the Petition Date, Weil Gotshal has a $100,000 remaining credit balance in favor of the Debtors for additional professional services performed and expenses incurred in connection with these Chapter 11 cases.

Mr. Holtzer reports that Weil Gotshal has represented interested parties in matters unrelated to the U.S. Debtors' Chapter 11 cases. In 1987, Weil Gotshal represented clients potentially adverse to the Debtors in connection with antitrust and trade regulation investigations. In 2000, Weil Gotshal represented Grand Union Company in its Chapter 11 case in which the Debtors have been unsecured creditors.

Weil Gotshal also represented, currently represents, and may represent in the future these entities, in matters totally unrelated to the Debtors:

Notwithstanding, Mr. Holtzer assures the Court that Weil Gotshal remains a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. To the extent issues may arise which would cause the U.S. Debtors to be adverse to any of Weil Gotshal's clients such that it would not be appropriate for Weil Gotshal to represent the Debtors with respect to those matters, McDermott, Will & Emery, the Debtors' general conflicts counsel, or another firm will be employed to represent the Debtors with respect to those matters.

On an interim basis, Judge Drain authorizes the U.S. Debtors to employ Weil Gotshal as bankruptcy counsel.

* * *

Judge Drain adjourns the hearing to consider the final approval of Weil Gotshal's employment tomorrow, March 19, 2004 at 10:00 a.m.

PARMALAT GROUP: US Debtors Ask to Tap McDermott Will as Co-Counsel----------------------------------------------------------------The U.S. Parmalat Debtors sought and obtained the Court's authority to employ McDermott, Will & Emery, on an interim basis, as counsel in matters in which Weil, Gotshal & Manges, LLP cannot and do not act.

When and to the extent that Weil Gotshal does not, McDermott will:

(a) take all necessary actions to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates;

(b) prepare on the Debtors' behalf, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; and

(c) perform all other necessary legal services in connection with the prosecution of these Chapter 11 cases.

"Having represented the U.S. Debtors in various matters for a number of years, McDermott is particularly suited to serve as the Debtors' conflicts counsel," Anthony Mayzun, Parmalat USA Vice President - Finance and Assistant Treasurer, contends.

The firm has expertise in virtually all areas of law, including, bankruptcy, reorganization, creditors' rights, distressed debt trading, banking, secured financing, and commercial litigation. McDermott possesses the recognized expertise in bankruptcy matters, having been actively involved in major Chapter 11 cases. Stephen B. Selbst, a partner who heads McDermott's bankruptcy practice in New York, will lead the legal team.

The U.S. Debtors will compensate McDermott for its services in accordance with the firm's standard hourly rates:

Partners $410 - 695 Associates 235 - 415 Legal assistants 160 - 215

Mr. Selbst's current hourly rate is $610.

The U.S. Debtors will also reimburse McDermott for its actual and necessary out-of-pocket expenses.

Before the Petition Date, McDermott represented the Debtors in connection with the negotiations concerning the postpetition financing with General Electric Capital Corporation and Citibank N.A. The Debtors paid to McDermott a $100,000 retainer to secure the Debtors' obligations for fees, costs, and expenses incurred or advanced by the firm in connection with these cases. The source of the retainer was the Debtors' operating funds. In addition, the Debtors and their North American-based affiliates paid to McDermott $1,700,000 from January 1, 2003 through the Petition Date for services rendered. The amount does not include the costs the firm incurred that were reimbursed. The Debtors' European parent and other European-based affiliated entities have never engaged or paid amounts to McDermott. Of the $1,700,000 in fees received by the firm from January 1, 2003 through the Petition Date, $300,000 was paid by the Debtors.

Mr. Selbst attests that McDermott does not represent any interest adverse to the Debtors' estates. The firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code.

Mr. Selbst discloses that McDermott represented, currently represents, or may represent in the future these parties-in-interest:

McDermott received signed waiver letters from GE Capital, on behalf of itself and affiliated entities, and from Citigroup Inc., on behalf of itself and affiliated entities, which assent to McDermott's representation of the Debtors. The waiver letters, however, forbid the firm from bringing any litigation for the recovery of monetary damages or for any equitable relief against GE Capital or Citigroup. By the terms of the waiver letters, McDermott may not:

(i) challenge the allowance, enforceability, priority, amount, extent or payment of any indebtedness owed by any party to GE Capital or Citigroup or to the attachment, perfection, extent or priority of any of the liens securing any such indebtedness;

(ii) assert any claim, counterclaim or cross-claim against GE Capital or Citigroup of any kind whatsoever;

(iii) challenge any rights, remedies, benefits or protections previously afforded to GE Capital or Citigroup under any final debtor-in-possession financing order or final cash collateral order entered the bankruptcy cases; or

(iv) assert any claim for litigation sanctions against GE Capital or Citigroup.

According to Mr. Selbst, the proscriptions on McDermott's representation are not problematic because the Debtors have waived their rights to take those actions as a part of their postpetition financing agreement.

The Court will convene another hearing to consider final approval of the Debtors' request on March 12, 2004 at 11:00 a.m. Objections are due by March 11, 2004.

The company now expects to file its 10-K by March 30, 2004. The filing extension is needed because the company's external auditors have advised Per-Se and its audit committee that additional audit procedures will be necessary in connection with allegations made in early November 2003 of improper accounting and business activities. The allegations were made in an anonymous letter circulated among several financial research analysts in the investment community. Per-Se's audit committee completed an internal review two weeks later and concluded that the allegations were baseless.

"The developing outlook reflects the broadening scope of the internal review and the uncertainties regarding its outcome," said Standard & Poor's credit analyst Emile Courtney.

If, as a result of the additional audit procedures, it is confirmed that there is no merit to the claims, the ratings would be affirmed with a positive outlook. However, if the claims are found to have merit, the ratings could be reviewed for possible lowering.

The Company, which emerged from Chapter 11 on November 5, 2003, will adopt "fresh start" reporting for financial statement purposes, effective November 1, 2003 in accordance with American Institute of Certified Public Accountants Statement of Position No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code" (SOP 90-7). Under SOP 90-7, the Company is required to adjust the recorded value of its assets and liabilities to reflect their fair market value as of the date it emerged from Chapter 11. As a result of the Company emerging from Chapter 11 proceedings and adopting "fresh start" reporting, the financial position and results of operations of the reorganized Company will not be comparable to the financial position and results of operations reflected in the historical financial statements of the Company for periods prior to November 2003.

Pursuant to SOP 90-7, the Company will value its assets and liabilities at fair market value with any shortfalls or excesses in such values, as compared to the reorganization value of the Company discussed below, being reflected as goodwill or downward adjustments to long-term assets, respectively. The Company has completed unaudited, preliminary estimates of the fair market value of its assets and liabilities as of the date of emergence from Chapter 11 through the use of third party appraisers and consultants to value its intangible assets, FPSOs and seismic vessels.

The reorganization value, estimated at US$ 1.5 billion, was previously disclosed in connection with the Company's Chapter 11 reorganization, and was used as a basis for its plan of reorganization. This reorganization value was determined based on, among other things, various valuation methodologies and projections developed by the Company in connection with the Chapter 11 reorganization. However, it should be emphasized that the reorganization value was determined prior to entering into Chapter 11, and therefore, does not purport to constitute an appraisal or necessarily reflect the current market value of the Company as a whole or of its securities or assets, which current market value (as determined by reference to the trading value of the Company's shares and publicly held debt) is currently higher than such estimated reorganization value.

Comments Relating To Major Balance Sheet Items

* The multi-client library has been valued at $429.2 million. Third party valuation experts determined the value of the multi-client library based on discounted expected cash flows for each individual survey. The Company estimated the expected revenue for each survey along with associated direct and indirect selling costs. A variable discount rate (ranging from 13 - 18%) was used on each survey to compensate for risk factors not considered in estimating future cash flows.

* Property and equipment has been valued at $1,049.1 million, including the following main categories:

-- FPSOs are valued at $710 million, including the value of associated contracts. The FPSOs are included in property and equipment at a value of $678.2 million. Contract values of $31.8 million are classified as intangible assets under other long-term assets. The values of the FPSOs were determined by reference to estimates provided by an independent third party appraiser.

-- Seismic vessels and equipment are valued at $355.8 million, (net of a $12.8 million downward adjustment representing the amount by which the fair value of assets and liabilities exceeded the reorganization value). The values of the seismic vessels and equipment were determined by reference to estimates provided by an independent third party appraiser.

-- The Company has revised the estimated depreciable lives of several of its vessels. The depreciable lives of the Company's Ramform seismic acquisition vessels and FPSOs will, under "fresh start" reporting, be reduced from 30 to 25 years from the date of delivery as a new build, except for Petrojarl 1 which will be depreciated over 30 years, due to a substantial refurbishment completed in 2001.

* Oil and gas assets are valued at $23.9 million. The Company is still considering whether it should record the fair value estimated for oil and gas assets gross of taxes. This could have a significant reclassification effect between oil and gas assets and deferred tax liabilities but will not effect equity.

* Other long term assets include the estimated fair value of intangible assets ($68.8 million) including: FPSO related contracts ($31.8 million); existing technology ($31.6 million); and order backlog ($5.4 million). These values were determined by reference to estimates provided by independent third party consultants. The FPSO related contract values were estimated on an income-based approach using discounted cash flow for the valuation of the individual contracts, while existing technology was estimated based on a combination of an income based royalty approach and an avoided cost approach.

* Debt and capital lease obligations with a nominal value of $1,189.8 million is valued at $1,227.4 million based on estimated market values for the Company's publicly held debt.

* Other long-term liabilities include an accrual of $46.7 million representing the present value of additional lease payments related to certain defeased financial leases. Such additional rental payments are the consequence of a lower Sterling LIBOR than was assumed at the time the leases were defeased. As preciously disclosed, the Company entered into certain lease structures from 1996 to 1998 relating to Ramforms Challenger, Valiant, Viking, Victory and Vanguard; Petrojarl Foinaven; and production equipment of the Ramform Banff. The Company paid funds to large international banks, and in exchange, these banks assumed liability for making rental payments required under the leases and the lessors legally released the Company as obligor of such rental payments. Accordingly, the Company has not recorded any capital lease obligations or related defeasance funds in its consolidated balance sheets with respect to these leases. This treatment will be re-examined as part of the U.S. GAAP 2002 and 2003 audits and 2001 re-audit.

* Accounts payable and accrued expenses include an accrual of $40.6 million representing cash to be distributed to holders of the Allowed Class 4 Claims (PGS' former bondholders and bank debt holders) as excess cash under the Company's Modified First Amended Plan of Reorganization dated October 21, 2003. Approximately $18.9 million was distributed in December 2003 and the remaining $22.7 million will be distributed in April 2004.

In connection with the Company's adoption of "fresh start" reporting for financial statement purposes, effective November 1, 2003 the Company has changed certain of its accounting policies. The changes described below are not intended to represent a complete description of changes in accounting policies that will affect the Company's future reporting under U.S. GAAP pursuant to "fresh start" reporting.

Accounting for steaming and yard stay: The Company previously deferred expenses incurred in connection with steaming and yard stay and recognized such amounts as part of the cost of contracts or multi-client projects, as appropriate. Under "fresh start" reporting such costs will be expensed as incurred.

Capitalization of costs into multi-client library: The Company previously capitalized a portion of expenses related to steaming and yard stay, as well as certain overhead costs related to permanent local offices. Under "fresh start" reporting such expenses will not be capitalized, but will be expensed as incurred. The Company estimates that impact of this change in policy will reduce the amounts capitalized by 10 to 20%.

Amortization of multi-client library: The Company will continue to base its amortization of the multi-client library on the sales forecast method. Under this method, amortization of a survey's cost is based on the ratio between the cost of a survey and total forecasted sales for such survey. In applying this method the Company will categorize its surveys into three amortization categories with amortization rates of 90%, 75% or 60% of sales amounts. Each category will include surveys where the remaining unamortized cost as a percentage of remaining forecasted sales is less than or equal to the amortization rate applicable to each category. Further, the Company will amend its policy for minimum amortization by reducing the maximum amortization period from 8 to 5 years.

Oil and gas assets: The Company previously applied the Full Cost Method in accounting for oil and gas assets. Under "fresh start" reporting oil and gas assets will be accounted for using the Successful Efforts Method.

Petroleum Geo-Services is a technologically focused oilfield service company principally involved in geophysical and floating production services. PGS provides a broad range of seismic- and reservoir services, including acquisition, processing, interpretation, and field evaluation. PGS owns and operates four floating production, storage and offloading units (FPSOs). PGS operates on a worldwide basis with headquarters in Oslo, Norway. For more information on Petroleum Geo-Services visit http://www.pgs.com/

In light of the Company's continuing delays in reporting 2003 results under U.S. generally accepted accounting principles ("U.S. GAAP"), the unaudited, preliminary Norwegian GAAP information is being released to provide information to investors and to satisfy reporting requirements of the Oslo Stock Exchange.

Generally the results for 2003 showed improvement over 2002 in terms of revenues, adjusted EBITDA, as defined, and cash flow post investment, as defined. However, the operating profit and net loss shown below reflects significant impairment charges in both 2003 and 2002, and in Q4 2003.

Highlights for 2003 are as follows:

* Full year 2003 cash flow post investment, as defined, increased to $327.2 million from $209.3 million in 2002 reflecting improved adjusted EBITDA, as defined, and significantly reduced cash investment in multi-client library.

* For Q4 2003, cash flow post investment, as defined, decreased to $63.7 million from $85.4 million in Q4 2002, due to reduced cash flow from Marine Geophysical partly offset by improved cash flow from Onshore and Pertra.

* Fourth quarter Marine Geophysical cash flow was negatively affected by lower than anticipated late sales in Brazil and vessels steaming as well as yard stays, partly offset by continued good contract market performance.

* Q4 2003 cash flows for Onshore were improved due to improved project management while Pertra cash flows improved due to increased production and higher oil price

Financial Highlights

* Q4 revenues of $260.5 million, comparable with Q4 2002

* Full year adjusted EBITDA, as defined, of $477.7 million up $17.2 million from 2002. Q4 adjusted EBITDA, as defined, of $99.4 million, down 22% from Q4 2002

* Full-year 2003 cash flow post investment, as defined, of $327.2 million, up $117.9 million from 2002. Q4 cash flow post investment, as defined, of $63.7 million, down $21.7 million from Q4 2002.

* Impairment charges totaling $496.6 million recognized in Q4, in line with "fresh start" reporting under U.S. GAAP as the Company emerged from Chapter 11 proceedings and as announced by the Company on January 23, 2004

* Lower cash flow in Marine Geophysical was caused by reduced multi-client late sales, caused by a delay in the announcement of the Brazil 6th licensing round terms, and significant vessel steaming to start new surveys

PG&E NATIONAL: CL Power Obtains Go-Signal to Set Off Collateral ---------------------------------------------------------------Before the Petition Date, CL Power Sales Ten, LLC and NEGT Energy Trading - Power, LP were parties to a Power Supply Agreement, dated as of March 5, 1999, pursuant to which ET Power provided power to CL Power. Subsequently, ET Power ceased performing under the Supply Agreement on the Petition Date. CL Power asserted $15,000,000 in damages resulting from ET Power's failure to perform under the Supply Agreement.

The Cash Collateral

The ET Debtors parent, PG&E Corporation, entered into a Guarantee, dated as of March 5, 1999, in favor of CL Power. Under the Guarantee, PG&E Corp. guaranteed ET Power's performance under the Supply Agreement. On January 3, 2001, by Assignment and Assumption Agreement, NEGT Energy Trading Holdings Corporation assumed and agreed to perform, discharge and observe all the obligations of PG&E Corp. arising out of the Guarantee. Moreover, ET Holdings provided a $4,000,000 cash collateral to secure the performance of ET Power under the Supply Agreement.

Consequently, CL Power asserted a $15,000,000 claim against ET Holdings for damages resulting from the same failure by ET Power to perform under the Supply Agreement, pursuant to the Guarantee and the Assignment and Assumption Agreement. CL Power sought the Court to lift the automatic stay so it may set off the $4,000,000 Cash Collateral against its $15,000,000 prepetition claim against ET Power and ET Holdings.

Michael D. Colglazier, Esq., Hogan & Hartson, LLP, in Baltimore, Maryland, told the Court that, in accordance with In re The Bennett Funding Group, Inc., 146 F.3d at 140-41, where a party has a valid set-off right -- where the amount of the debt exceeds the amount due to the estate in refunds -- good cause exist to lift the automatic stay to permit set-off. Furthermore, in In re Davidson Lumber Sales, Inc., 66 F.3d 1560, 1569 (10th Cir. 1995) "if the right to set off will not substantially interfere with the debtor's reorganization effort and has been obtained in good faith, equitable consideration favor lifting the automatic stay to allow setoff." Section 362(d)(2) of the Bankruptcy Code also allows relief from the stay if the debtor has no equity in the property and the property is not necessary to an effective reorganization.

According to Mr. Colglazier, it is undisputed CL Power has a valid claim in excess of $4,000,000. ET Power's and ET Holding's debt to CL Power, therefore, is greater than the amount of the Cash Collateral.

Due to ET Power's breach of the Supply Agreement, CL Power obtained power from alternative sources at prices greater than what it would have paid under the Supply Agreement.

Accordingly, Judge Mannes signs a consent order lifting the automatic stay to permit CL Power Sales Ten, LLC to set off its $4,000,000 cash collateral under a Power Supply Agreement against its $15,000,000 prepetition claims against NEGT Energy Trading Holdings Corporation's and NEGT ET - Power, LP.

ET Holdings and ET Power consent to the request because the value of CL Power's claims exceeds the value of the Cash Collateral.

PURE FISHING: Moody Assigns Low-B Level Debt Ratings ---------------------------------------------------- Moody's Investors Service rates the Pure Fishing's $205 million senior secured revolver and Term Loan B to B1, the company's $12 million second lien term loan to B2, and assigns a B1 to the senior implied rating.

The current ratings acknowledges Pure Fishing's portfolio of established brands, stable historical operating performance, and key retailers relationships. The ratings reflect the company's weak balance sheet and high leverage, a vigorous retail environment, and the probability of future leverage due to growth led by acquisition combined with low organic growth prospects.

Moody's does not rate $23.3 million in mezzanine debt remaining after the transaction.

Proceeds will be employed to refinance existing $120.6 million revolver and Term Loan B borrowings, repay $34.9 million bridge equity for the the Stren fishing line brand acquisition, replace $12 million in mezzanine debt, and pay an estimated $4.5 million in fees.

The ratings are constrained by its high leverage comparative to earnings, negative equity on its weak balance sheet, low category growth rates, and business pressures from a consolidating retail environment. Acquisition in branded fishing tackle category may lead to revenue growth, and could increase the risk profile of the company assuming that realization of anticipated synergies would be difficult and that large, debt financed transactions could significantly raise effective leverage. Moody's observes the procurement of Stren was at a fully priced multiple of EBITDA. The ratings consider the probable increased leverage to fund dividends to pay the company's private equity owners in the future. Further risk factor is added in the company's ratings due to foreign currency sales accounting to almost 40% of the revenue, taking into consideration that the debt of Pure Fishing is wholly U.S. dollar denominated.

The company's ratings are sustained by its portfolio of established brands, including Berkley, Abu Garcia, Mitchell, Fenwick and Stren. Positive rating factors include the extensive margins of the company's products, its consistent financial performance, and the fishing product's steady demand. Pure Fishing, sells into a increasingly consolidating retail environment, with mass and discount retailers such as Wal-Mart absorbing a mounting percentage of total industry sales. Retail consolidation lowers suppliers' pricing flexibility because of competitive shelf space. Pure Fishing will have continued growth with retailers due to long-time relationships among mass merchandisers, such as Wal-Mart, its competitive brands, as well as the requisite logistics infrastructure.

The stable outlook ratings, to a limited extent, provides some cushion for increased leverage from small acquisitions and assumes some preliminary deleveraging from free cash flow. The ratings would be pressured downwards by Debt-financed acquisitions raising effective leverage nearer to 5x Debt/EBITDA, or returns achieved depending on the realization of synergies, as well as Pure Fishing's equity owners' debt financed dividends.

Retailer concentration and the company's acquisition appetite, upside ratings potential is limited, requiring a less aggressive growth strategy, lower leverage, and strengthening the company's position with retailers due to low organic growth characteristics of the industry.

Pure Fishing will have 2/29/04 pro forma funded debt of $200.3 million, including $23.3 in mezzanine debt remaining after the $12 million refinanced in the current transaction.

Total debt to EBITDA would be 4.77x, high but suitable for the rating level based on pro-forma 12/31/03 EBITDA of $42 million. Pro forma EBIT coverage of interest of 2.7x is also appropriate for the rating category. Moody's expects an estimated $4.5 million free cash flow available for debt reduction during 2004,taking into consideration an earn-out payment to Pure Fishing's original owners from company cash flow amounting to $5 million, plus the impact of inventories acquired from the Stren business. The estimated $9.5 million free cash flow, excluding the earn-out payment, represent only 5% of total debt. This implies a limited deleveraging ability absent improvements in operations or working capital accounts.

The $45 million revolving credit provides suficient liquidityto cover the estimated $15mm annual peak to trough working capital swings of the business. If the covenant levels of the finalized new senior secured credit facilities fail to give the company a suitable covenant cushion, the ratings could be negatively impacted.

The revolver and First Lien Term Loan represent the majority of the company's debt, lead to a B1 senior implied rating because weak asset coverage measures are inadequate to warrant rating upgrade. Assuming a fully drawn revolver, on an asset coverage basis, total recovery depends on intangible balance sheet value realization in excess of book value. On an enterprise sale basis based on a multiple of EBITDA, a multiple nearing 5x is essential to completely cover the facility, with higher multiples needed in distressed EBITDA situations.

The second lien term loan, downgraded from the senior implied rating to one level, reflects the steep multiple of EBITDA needed to return any capital to creditors in a distressed scenario. In a liquidation scenario, asset coverage would be negligible for the second lien loan. To finance the take-out of the outstanding $23.3 million mezzanine debt, the second lien term loan may be raised in the future. This would dilute the security package of the second-lien loan, but will have a negligible effect on overall leverage and may probably lessen the company's overall interest expense. Such transactions will unlikely trigger a change in the company's ratings.

The first and second lien facilities are secured by a first and second priority pledges, respectively, of the company's stock, tangible and intangible assets, together with the recently purchased facilities, and 65% of foreign subsidiaries assets representing approximately 35% of total assets following the Stren acquisition.

Pure Fishing is expected to have annual revenues of approximately $270 million after the acquisition of Stren. The company is headquartered in Spirit Lake, Iowa.

QUINTEK: Names Senior Sales Executive Bob Brownell as President----------------------------------------------------------------Quintek Technologies, Inc. (OTCBB:QTEK) has named Robert Brownell to serve as its President. Brownell will be responsible for expanding Quintek's sales staff and assisting the Company in developing new lines of business.

Brownell brings over 25 years of industry sales and management experience to Quintek. His primary goal will be to recruit and organize a highly talented team of sales professionals to positively impact revenues from new lines of business.

Most recently, Brownell served as Senior Vice President, of ImageMax, Inc, (OTCBB:IMAG) directing their Western Region sales and production efforts generating roughly $15 million per year. Brownell also led and assisted with negotiations between ImageMax and a number of strategic partners that supported sales, offshore BPO, VARS and integrators. Brownell has also served as Regional Vice President for LASON Systems, Inc., a $500 million dollar international sales organization. Prior to LASON, Brownell was Vice President of Worldwide Channel Sales for Document Control Solutions, Inc., where he was responsible for directing the company's sales and marketing, administrative infrastructure, project managers and sales engineers. Brownell was previously named FileNet Dealer-of-the-Year for exceeding assigned quota in the Southwest Region.

Robert Steele, Quintek chairman and CEO commented, "We chose Bob Brownell as our new President because he has demonstrated his commitment to continuous innovation in providing high-quality products and services to our industry and he shares our vision as to the changing needs of our customers and our market." Steele added, "He also has experience directly relevant to our growth strategy. Previously in his career, he has successfully been involved in executing similar growth strategies. With Bob as a part of our team, we feel that we will be uniquely positioned to respond to trends and customer requirements that our competitors may be missing."

Andrew Haag, Quintek's CFO stated, "Quintek has spent the past year positioning itself for its business expansion efforts. We have attracted solid financing partners, rekindled and expanded dealer relationships and added new products and services. Haag further commented, "Over the past few months Quintek has worked with a number of its advisors and consultants, having considered many opportunities to expand our revenues. We are highly confident that Mr. Brownell will be a key figure in ramping up our sales efforts while we continue on the path toward rapid growth and profitability."

About Quintek

Quintek is the only manufacturer of a chemical-free desktop microfilm solution. The company currently sells hardware, software and services for printing large format drawings such as blueprints and CAD files (Computer Aided Design), directly to microfilm. Quintek does business in the content and document management services market, forecast by IDC Research to grow to $2.4 billion by 2006 at a combined annual growth rate of 44%. Quintek targets the aerospace, defense and AEC (Architecture, Engineering and Construction) industries. Quintek's printers are patented, modern, chemical-free, desktop-sized units with an average sale price of over $65,000. Competitive products for direct output of computer files to microfilm are more expensive, large, specialized devices that require constant replenishment and disposal of hazardous chemicals.

The company's June 30, 2003, balance sheet discloses a total shareholders' equity deficit of about $1.3 million.

Because of the interdependence and common ownership among Primedex, RadNet, and Beverly Radiology Medical Group (the unrated, long-term provider for most of RadNet's professional staffing), Standard & Poor's views all three companies as a consolidated entity for rating purposes. In addition, because less than 15% of consolidated assets are encumbered by secured debt, RadNet's senior unsecured debt rating in the wake of the transaction is the same as its corporate credit rating.

Pro forma for the transaction, the combined entity will have $167 million of debt outstanding.

The outlook is stable.

"The low-speculative-grade ratings reflect RadNet's operating concentration in a single business line, as well as its considerable dependence on a loosely affiliated entity, Beverly Radiology, for its professional staffing," said Standard & Poor's credit analyst Jill Unferth. The ratings also reflect RadNet's vulnerability to third-party reimbursement policies, its vulnerability to the limitations of capitated managed-care contracts, its high debt leverage, and its relatively limited liquidity position. However, several factors partly mitigate these risks, including the expectation that the company will see high single-digit demand growth due to the aging of the population. Other positive factors include expanded applications for medical imaging, and the fact that imaging can limit overall health care costs. The company also has no near-term debt maturities, and its ratings furthermore benefit from above-average operating margins, an efficient operating structure, and good payor relationships.

SHAW GROUP: Obtains PacifiCorp Contract to Build Utah Power Plant -----------------------------------------------------------------The Shaw Group Inc. (NYSE: SGR) announced that its subsidiary, Stone & Webster, Inc., was awarded a $170 million contract by PacifiCorp, a subsidiary of ScottishPower (NYSE: SPI)(LSE: SPW), to provide engineering, procurement and construction (EPC) services for a 525-megawatt combined-cycle natural gas power plant near Mona, Utah. The project, called Currant Creek, is located about 75 miles south of Salt Lake City.

"The Currant Creek project demonstrates our focus on key markets, strategic clients and strong, viable projects. We are pleased to assist PacifiCorp in providing comprehensive power services to this supply constrained region," stated Michael P. Childers, President of Shaw's Engineering, Construction and Maintenance division. "This new contract validates Shaw's strong competitive position in the new power generation market and our ability to respond to the diverse needs of our customers with our vertically integrated services."

In addition to providing EPC services for the Currant Creek project, the Company plans to fabricate piping systems and modular components at its nearby fabrication facility in Clearfield, Utah. PacifiCorp will procure the major equipment for the project, which has begun limited construction pending completion of the full air quality permitting process.

Through its Stone & Webster subsidiary, Shaw's relationship with PacifiCorp spans more than 30 years and includes engineering and construction services for new coal-fired generation facilities as well as emissions control projects.

PacifiCorp is one of the lowest-cost electricity producers in the United States, providing more than 1.5 million customers with reliable, efficient energy. The company works to meet growing energy demand while protecting and enhancing the environment. PacifiCorp has more than 8,300 megawatts of generation capacity from coal, hydro, renewable wind power, gas-fired combustion turbines and geothermal. PacifiCorp operates as Utah Power in Utah and Idaho; and as Pacific Power in Oregon, Wyoming, Washington and California.

The Shaw Group Inc. is a leading provider of consulting, engineering, construction, remediation and facilities management services to government and private sector clients in the environmental, infrastructure and homeland security markets. Shaw is also a vertically integrated provider of comprehensive engineering, consulting, procurement, pipe fabrication, construction and maintenance services to the power and process industries worldwide. The Company is headquartered in Baton Rouge, Louisiana and employs approximately 15,000 people at its offices and operations in North America, South America, Europe, the Middle East and the Asia-Pacific region. Additional information on The Shaw Group is available at www.shawgrp.com.

* * *

As reported in the Feb. 10, 2004, issue of the Troubled Company Reporter, Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating and its other ratings on The Shaw Group Inc. At the same time, Standard & Poor's revised the outlook on the company to negative from stable.

As a result, it is unlikely that Shaw will be able to meetStandard & Poor's expectations of total debt to EBITDA of 2.5-3xand EBITDA to interest coverage in the 3x area in 2004. However, agrowing backlog of more steady environmental and infrastructureprojects may enable the company to achieve an acceptable creditprofile in the intermediate term.

At the same time, Standard & Poor's assigned its 'B+' bank loan rating, as well as a recovery rating of '3' to SKILL's US$140 million senior secured credit facilities. The recovery rating indicates that the secured credit facility lenders can expect a meaningful (50%-80%) recovery of their principal in the event of default. The credit facility includes a US$120 million secured term loan due 2009 and a US$20 million secured revolving facility due 2008. The ratings outlook is stable.

Proceeds from the term loan will be used to help finance the US$249 million acquisition by American Capital Strategies Ltd. of a portion of ZS Cayman Holdings L.P.'s stake in Sanda Kan Industrial Ltd. (Sanda Kan) and Life-Like Products LLC (Life-Like). SKILL, the holding company of Sanda Kan and Life-Like, is 50%-owned by American Capital Strategies and 50%-owned by ZS Cayman Holdings and management. Hong Kong-based Sanda Kan manufactures model trains, train sets, and accessories. Baltimore, Maryland-based Life-Like manufactures consumer and industrial foam products and distributes model trains and electric racing cars. Pro forma for the transaction, total debt was $183 million as of Dec. 31, 2003.

"The ratings reflect SKILL's high debt leverage, Life-Like's exposure to the competitive and fragmented U.S. foam products market, as well as the need to generate increasing discretionary cash flow over the intermediate term to service rising bank debt maturities," said Standard & Poor's credit analyst Hal Diamond. "These weaknesses are somewhat offset by Sanda Kan's niche position in the model train manufacturing market, consistent operating performance, and SKILL's good discretionary cash flow generation," Mr. Diamond added.

SOUTHWEST ROYALTIES: S&P Withdraws Credit & Senior Debt Ratings--------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on Southwest Royalties Inc. (CCC/Stable/--) The ratings affected include Southwest Royalties' corporate credit rating and the rating on the company's 10.5% senior notes due October 2004, of which there were less than $10 million outstanding as of Dec. 31, 2003.

STATEN ISLAND UNIV.: Fitch Cuts Rating on $49.4MM Bonds to BB+ --------------------------------------------------------------Fitch Ratings has downgraded approximately $49.4 million of Staten Island University Hospital's bonds to 'BB+' from 'BBB-'. The Rating Outlook is Negative.

The rating downgrade is due to SIUH's ongoing regulatory issues and declining financial performance. Fitch is concerned about the current investigations at SIUH, which include the attorney general's office and possibly the Office of Inspector General. Investigations by the attorney general's office began in February 2002 and resulted in SIUH having to close its Chaps clinics. Of the 463 clinics, SIUH closed 250 clinics in 2002 and the remainder in 2003. The revenue associated with the clinic closings in fiscal 2003 totaled $19 million. In addition, the attorney general's investigation uncovered more serious issues regarding SIUH's graduate medical education funding. The magnitude of the impact is unknown at this time and Fitch expects SIUH's financial performance to be pressured over the short term as other previous management activities may arise.

SIUH's operating profitability has declined to breakeven in fiscal 2003 (draft audit) from a 1.7% operating margin in fiscal 2002. The liquidity cushion remains very thin with 33.1 days' cash on hand at Dec. 31, 2003. SIUH is operating close to its liquidity covenants in the bond documents, which is 26 days' cash on hand in fiscal 2003 and 30 days' in fiscal 2004. Debt service coverage was 1.5 times in fiscal 2003.

Credit positives remain SIUH's strong market share and affiliation with North Shore Long Island Jewish Health System (NSLIJ). SIUH maintains a leading market share of approximately 65%, which has increased from three years ago. Fitch values SIUH's affiliation with NSLIJ (rated 'A-' by Fitch) highly and believes the affiliation is beneficial for both parties. NSLIJ lends significant resources in terms of managed care contracting, joint planning, group purchasing, and insurance. In light of current regulatory issues, Fitch views the affiliation as an important credit strength, as NSLIJ's management team has been more involved in assisting the organization. There has been no monetary support from NSLIJ to SIUH yet and it remains to be seen if this will occur at a later date.

Fitch's rating outlook is negative due to the uncertainty and timing surrounding the current investigations. The magnitude of the outcome is unknown and the impact on the financial position of SIUH cannot be determined at this time. Fitch believes SIUH's financial profile may be pressured in the near term, which may result in bond covenant violations. Fitch has requested management to inform Fitch when new developments with the regulatory investigations occur.

SIUH is a 694-staffed-bed hospital with three campuses located in Staten Island, NY, one of the five boroughs comprising New York City. SIUH had total operating revenue of $584 million in fiscal 2003. SIUH covenants to provide quarterly disclosure to Fitch and bondholders. Disclosure to Fitch has been good. The fiscal 2003 audit is expected to be finalized in a month.

Outstanding debt

-- $17,200,000 New York City Industrial Development Agency civic facility revenue bonds (Staten Island University Hospital Project), series 2002C;

-- $12,160,000 New York City Industrial Development Agency civic facility revenue bonds (Staten Island University Hospital Project), series 2001A;

-- $20,000,000 New York City Industrial Development Agency civic facility revenue bonds (Staten Island University Hospital Project), series 2001B.

THOMPSON PRINTING: US Trustee to Meet with Creditors on April 7---------------------------------------------------------------The United States Trustee will convene a meeting of Thompson Printing Co., Inc.'s creditors at 12:00 p.m., on April 7, 2004 at the Office of the U.S. Trustee, Raymond Boulevard, One Newark Center, Suite 1401, Newark, New Jersey 07102-5504. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors.

The Court also fixes July 6, 2004, as the deadline for all non-governmental creditors to file their proofs of claims against the Debtor's estate.

Headquartered in West Caldwell, New Jersey, Thompson Printing Co., Inc., is in the business of printing high end brochures for Fortune 500 companies, among others. The Company filed for chapter 11 protection on March 4, 2004 (Bankr. N.J. Case No. 04-17330). Richard Trenk, Esq., at Booker, Rabinowitz, Trenk, Lubetkin, Tully, DiPasquale & Webster, P.C., represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed $603,508 in assets and $6,467,533 in debts.

TOWER RECORDS: Successfully Emerges From Chapter 11 Bankruptcy --------------------------------------------------------------Music retailer Tower Records emerged from bankruptcy on Monday with its creditors owning 85 percent of the company, its debt newly trimmed by $80 million and a last hurdle cleared on the way to selling itself, the Associated Press reported. The store chain completed the process in near-record time, resurrecting itself only 35 days after filing for a chapter 11 reorganization in the U.S. Bankruptcy Court in Wilmington, Delaware.

"The effective date will be set shortly, but for all practical purposes, this is the last hearing," said Tower spokeswoman Maya Pogoda. A group of creditors led by London-based Barclays Bank, and including Highland Capital Management of Dallas, AIG Global Investment Corp. of New York and MW Post Advisory Group in Los Angeles now runs Tower Records, which is being marketed for sale by Los Angeles investment banker Lloyd Greif. Under terms of the restructuring, Tower's founder Russ Solomon and other family members who started and ran the privately held company will retain 15 percent ownership, the newswire reported. (ABI World, Mar. 16)

TXU CORPORATION: NY Court Issues Favorable Ruling in Stock Suit ---------------------------------------------------------------TXU Corp. (NYSE: TXU) announced that the Supreme Court of the State of New York, County of New York, granted TXU's motion to dismiss a lawsuit filed against TXU by purported beneficial owners of approximately 39 percent of certain TXU equity-linked securities issued in October 2001.

In the opinion, the Court held that TXU's European subsidiary is not TXU's "property". As a result, the termination event and event of default alleged by the plaintiffs have not occurred. The plaintiffs have the right to file an appeal of this decision. However, TXU believes the claims are completely without merit.

The lawsuit was filed on October 9, 2003, alleging that a termination event had occurred under the equity-linked securities and that the plaintiffs are not required to buy common stock under the common stock purchase contracts. The lawsuit also alleged that an event of default had occurred under the terms of the related notes. The common stock purchase contracts that are a part of these securities require the holders to buy TXU common stock on specified dates in 2004 and 2005.

TXU is a major energy company with operations in North America and Australia. TXU manages a diverse energy portfolio with a strategic mix of over $31 billion of assets. TXU's distinctive business model for competitive markets integrates generation, portfolio management, and retail into one single business. The regulated electric and natural gas distribution and transmission businesses complement the competitive operations, using asset management skills developed over more than one hundred years, to provide reliable energy delivery to consumers and earnings and cash flow for stakeholders. In its primary market of Texas, TXU's portfolio includes 19,000 megawatts of generation and additional contracted capacity with a fuel mix of coal/lignite, natural gas/oil, nuclear power and wind. TXU serves more than five million customers in North America and Australia, including 2.6 million competitive electric customers in Texas where it is the leading energy retailer. Visit http://www.txucorp.com/for more information.

UNITED AIRLINES: Taps Mayer Brown as Special Litigation Counsel---------------------------------------------------------------United Airlines Inc. and its debtor-affiliates seek the Court's authority to employ Mayer, Brown, Rowe & Maw as special litigation counsel, nunc pro tunc to January 1, 2004, to represent:

(1) UAL Loyalty Services in claims litigation with OurHouse;

(2) United BizJet Holdings in an adversary proceeding against Gulfstream Aerospace for $50,000,000;

(3) United Air Lines in litigation with seven $100,000 claims filed by six co-plaintiffs in a class action lawsuit in the Circuit Court of Cook County, designated Kevin Conboy, et al. v. United Airlines, Inc., Case No. 00 CH 11742; and

In addition, Mayer Brown will provide legal services to the Debtors as an ordinary course professional. Since the Petition Date, Mayer Brown has billed $2,537,580 in legal fees and $153,592 in expenses.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that Mayer Brown has extensive experience in advising the Debtors and is intimately familiar with the complex legal issues the Debtors face. The costs of duplication and interruption to obtain substitute legal counsel would be harmful to the Debtors and their estates. The Debtors expect Mayer Brown to continue to provide ordinary course services connected to ongoing business operations that do not involve administration of the Chapter 11 Cases.

Upon Court approval of its engagement, Mayer Brown will waive and release all prepetition claims against the Debtors for unpaid legal services, which total $843,000. This demonstrates that Mayer Brown does not hold an interest materially adverse to the Debtors or their estates.

Mayer Brown will be compensated in accordance with its customary hourly rates:

Attorneys $210 - 705 Paralegals 75 - 210

Before the Petition Date, Mayer Brown has been paid $1,261,642 in fees and expenses for its prepetition services. In the 12-month period preceding the Petition Date, Mayer Brown received $4,600,000 in compensation from the Debtors.

Mr. Sprayregen assures Judge Wedoff that Mayer Brown is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, UAL Corporation -- http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largest air carrier. the Company filed for chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the Debtors in their restructuring efforts. When the Company filed for protection from their creditors, they listed $24,190,000,000 in assets and $22,787,000,000 in debts. (United Airlines Bankruptcy News, Issue No. 41; Bankruptcy Creditors' Service, Inc., 215/945-7000)

UNITY WIRELESS: Discloses Two Executive Appointments----------------------------------------------------Unity Wireless Corporation (OTCBB: UTYW; Germany: WKN#924385), a developer of wireless subsystems and power amplifiers, announced the promotions of Mark Finlay to the position of Director of Engineering and Shimon Yaffe to the position of Director of Global Supply and Quality Assurance.

Mark Finlay joined Unity Wireless in 2002 as a Senior RF Engineer, and was later appointed Engineering Group Leader. Before joining Unity Wireless, Mark had over 14 years of experience in roles ranging from RF research and design to the management and implementation of wireless infrastructure products for international clientele. He holds a Bachelor of Applied Science from the University of British Columbia.

"I look forward to the additional responsibilities in our management team and to seeing to it that our customers get the most possible support from our engineering group," said Mr. Finlay. "We are expanding our engineering team as part of this process."

Shimon Yaffe has most recently been responsible for Unity's partnerships with service providers, component suppliers and contract manufacturers helping to build a solid foundation for the Company's quality assurance initiatives. Since receiving his degree in Industrial Management Engineering from Israel's Institute of Technology (Technion) in 1987, Mr. Yaffe has held prior positions within the technology industry from production supervisor through to production manager and chief operating officer roles.

Mr. Yaffe noted, "We are experiencing greater recognition in the marketplace with tier-one customers around the world and will work hard to continue to produce and deliver quality products that consistently meet and exceed our customer's expectations."

Unity Wireless is a leading developer of integrated wireless subsystems and Smart Power Amplifier technology. The Company's single-carrier and multi-carrier power amplifier products deliver world-class efficiency and performance with field-proven quality and reliability in thousands of base stations and repeaters around the world.

Unity Wireless' June 30, 2003, balance sheet shows a working capital deficit of about $338,000.

WESTERN GAS: Will Redeem Remaining Preferred Shares on April 20---------------------------------------------------------------Western Gas Resources, Inc. (NYSE: WGR) announced it has called for redemption all remaining outstanding shares of its $2.625 Cumulative Convertible Preferred Stock, $0.10 par value, less any shares called for redemption which have been converted by the holders thereof prior to the Redemption Date, as defined below.

The redemption date of the Preferred Stock will be April 20, 2004, and the redemption price will be $50.00 per share of Preferred Stock, plus accrued and unpaid dividends, up to, but excluding, the Redemption Date (i.e., the total redemption price will be $50.467 per share of Preferred Stock). The redemption of the Preferred Stock is being effected pursuant to Section 5 of the Certificate of Designation of the Preferred Stock.

Holders of Preferred Stock being redeemed (apart from any other disposition of such stock) may elect to convert their shares of Preferred Stock into whole shares of common stock, par value $.10 per share, together with the Series A Junior Participating Preferred Stock purchase rights associated therewith (such common stock, together with such associated rights, being hereinafter referred to as the "Common Stock") prior to the close of business on April 19, 2004 (the "Conversion Election Deadline"), at a conversion price per share of Common Stock of $39.75, surrender their Preferred Stock called for redemption at the total redemption price of $50.467 per share, or convert a portion and redeem a portion of the Preferred Stock called for redemption.

As of March 12, 2004, a total of 1,247,691 shares of the Preferred Stock were outstanding. If all holders elect to convert the entire portion of the Preferred Stock subject to mandatory redemption rather than being redeemed, the Company as a result of such conversion would issue approximately 1,569,423 shares of Common Stock. If holders of Preferred Stock do not elect to convert any of the shares of Preferred Stock subject to redemption, the total cost to the Company of redeeming the remaining outstanding shares of Preferred Stock would be approximately $62.4 million.

On or before the Redemption Date, the funds necessary for the redemption of the remaining outstanding shares of Preferred Stock, less any shares called for redemption which have been converted by the holders prior to the Redemption Date, will have been set aside by the Company in trust for the benefit of the holders thereof. Subject to applicable escheat laws, any moneys set aside by the Company and unclaimed at the end of two years from the Redemption Date will revert to the general funds of the Company, after which reversion the holders of the shares of the Preferred Stock called for redemption may look only to the general funds of the Company for the payment of the Redemption Price.

Shares of Preferred Stock surrendered for conversion into Common Stock prior to the close of business on the next dividend payment record date of March 31, 2004 will not be eligible to receive the dividend payment payable on the corresponding dividend payment date of May 15, 2004. However, if holders of shares of Preferred Stock that have been called for redemption were the holders of record on the March 31, 2004 dividend payment record date and elect to convert such shares after the March 31, 2004 dividend payment record date but before the Conversion Election Deadline, such holders will be entitled to receive the regular dividend payment for the dividend period ending May 15, 2004, notwithstanding such conversion.

The reported last sale price of the Common Stock on the New York Stock Exchange on March 15, 2004, was $50.30 per share. As long as the market price of the Company's Common Stock remains at or above $39.75 per share, the holders of Preferred Stock who elect to convert, provided such conversion is after the next dividend payment record date for the Preferred Stock of March 31, 2004, will receive upon conversion Common Stock and dividends on the next preferred dividend payment date of May 15, 2004, having a greater current market value than the amount of cash receivable upon redemption. Shares of Common Stock received upon conversion will be eligible to receive dividends, if any, declared in relation to Common Stock for all shares of Common Stock held as of the record date for such Common Stock dividend.

Notwithstanding that any certificates representing the Preferred Stock called for redemption have not been surrendered for cancellation, on and after the Redemption Date such Preferred Stock will no longer be deemed to be outstanding, dividends on such Preferred Stock will cease to accrue, and all rights of the holders in respect of such Preferred Stock being redeemed, including the conversion rights, will cease, except for the right to receive the Redemption Price, without interest thereon, upon surrender of the Certificates.

Shares of the Preferred Stock called for redemption or conversion are to be surrendered to EquiServe Trust Company, N.A., as redemption and conversion agent, for payment of the Redemption Price or conversion into shares of Common Stock, by mail, by hand or by overnight delivery at the addresses set forth in the letter of transmittal that will accompany the notice of redemption. Questions relating to, and requests for additional copies of, the notice of redemption and the related materials should be directed to EquiServe Trust Company, N.A., at 800-736-3001.

The Company will also apply to the New York Stock Exchange for delisting of the Preferred Stock, effective on the Redemption Date or shortly thereafter.

Western is an independent natural gas explorer, producer, gatherer, processor, transporter and energy marketer providing a broad range of services to its customers from the wellhead to the sales delivery point. The Company's producing properties are located primarily in Wyoming, including the developing Powder River Basin coal bed methane play, where Western is a leading acreage holder and producer, and the rapidly growing Pinedale Anticline. The Company also designs, constructs, owns and operates natural gas gathering, processing and treating facilities in major gas-producing basins in the Rocky Mountain, Mid-Continent and West Texas regions of the United States. For additional Company information, visit its web site at http://www.westerngas.com/

As reported in the Troubled Company Reporter's February 26, 2004 edition, Western Gas Resources, Inc.'s outstanding credit ratings have been affirmed by Fitch Ratings as follows:

WHEELING-PITTSBURGH: Releases 4th Quarter & Year End 2003 Results -----------------------------------------------------------------Wheeling Pittsburgh Corporation (Nasdaq: WPSC), the holding company of Wheeling-Pittsburgh Steel Corporation, reported its financial results for the fourth quarter and year ended December 31, 2003.

The Company emerged from bankruptcy pursuant to a plan of reorganization that became effective on August 1, 2003. Accordingly, for accounting purposes, unaudited consolidated financial statements for periods after August 1, 2003 related to a new reporting entity (the "Reorganized Company") and comparisons to prior period performance in many respects are not directly comparable to prior periods of the old reporting entity (the "Predecessor Company"). Among other changes, there have been substantial reductions in employment levels, changes in employee and retiree benefits, and revaluations of assets and liabilities. A black line has been shown on the financial statements to separate current results from pre-reorganization information since they are not prepared on a comparable basis.

The Company reported an operating loss of $21 million in the fourth quarter of 2003. Net sales totaled $237.1 million on shipments of 542,211 tons of steel products. Shipments were lower than normal due to a scheduled 15-day outage of the #5 blast furnace, which was taken to assure reliability in anticipation of an improved steel market. Steel prices averaged $437 per ton shipped in the fourth quarter of 2003. Cost of goods sold averaged $436 per ton shipped. Higher priced raw material and fuel costs, and lower production levels due to the effect of the 15-day outage were partially offset by lower labor costs and a $7.2 million non-recurring refund related to coal miner retiree medical costs. Depreciation totaled $6.9 million on lower valued fixed assets due to the reorganization. Interest expense totaled $6.3 million on total debt of $422.6 million.

Net loss for the fourth quarter of 2003 totaled $23.7 million, or $2.49 per share.

Calendar third quarter 2003 comprised one month of the predecessor company's results, which included charges and credits related to the company's reorganization, as well as two months of the reorganized results. As a result, third quarter cost of sales and operating loss are not comparable and are not a GAAP measure. Third quarter sales were $241.1 million on shipments of 559,272 tons and this measure was not affected by the reorganization.

The Company reported an operating loss of $11.1 million in the fourth quarter of 2002 on net sales of $254.4 million and shipments of 528,646 tons. The average price per ton of steel totaled $481 in the fourth quarter of 2002 and the company reported a net loss of $13.1 million.

The Company reported an operating loss of $33.1 million for the five months ended December 31, 2003. Net sales in the five-month period totaled $396.9 million on shipments of 912,937 tons of steel products. Steel prices averaged $435 per ton for the five-month period. The cost of sales per ton averaged $434 per ton for the five-month period reflecting higher raw material and fuel costs and lower production volumes. Depreciation expense totaled $10.5 million.

For the seven-month pre-reorganization period ending July 31, 2003, the Company reported an operating loss of $71.3 million. Net sales in the seven- month period totaled $570.4 million on shipments of 1,305,046 ton of steel product. Steel prices averaged $435 per ton. Cost of sales per ton averaged $432, reflecting higher raw material and fuel costs.

Pursuant to the Company's plan of reorganization from bankruptcy, it executed a new $250 million term loan and $225 million revolving credit facility, in addition to restructuring the then existing debt and equity of the company. The reorganization plan also provided $112 million in an escrow account to finance the installation of a continuous electric arc furnace. The furnace is under construction and on schedule to melt its first heat in November 2004.

"As expected, fourth quarter results were affected by lower prices for steel products, while higher energy and raw material costs were offset by lower employment costs and depreciation expense as a result of our Reorganization," said James G. Bradley, President and CEO of Wheeling- Pittsburgh Steel. "Recent announcements of price increases in flat rolled products, the continued strength of our order backlog, along with stronger economic growth are indications that improved pricing and demand will continue beyond the first quarter of 2004."

Mr. Bradley concluded, "Today Wheeling-Pittsburgh is truly a changed company, both financially and operationally. Our balance sheet is much improved, we have a more flexible labor force and cost structure, and we are positioning ourselves to be a world class steel manufacturer with the construction of our state-of-the-art continuous electric arc furnace. We are well positioned today to take advantage of the rising steel price environment."

About Wheeling-Pittsburgh

Wheeling-Pittsburgh is an integrated steel company engaged in the making, processing and fabrication of steel and steel products. The Company's products include hot rolled and cold rolled sheet and coated products such as galvanized, pre-painted and tin mill sheet. The Company also produces a variety of steel products including roll formed corrugated roofing, roof deck, floor deck, culvert, bridgeform and other products used primarily by the construction, highway and agricultural markets.

WINN-DIXIE: 3rd Quarter Earnings Conference Call Set for Apr. 30----------------------------------------------------------------In conjunction with Winn-Dixie's (NYSE: WIN) third quarter earnings release, you are invited to listen to its conference call that will be broadcast live over the Internet Friday, April 30 at 10:00 a.m. EST with Winn-Dixie President and CEO Frank Lazaran, and Senior Vice President and CFO Bennett Nussbaum.

If you are unable to participate during the live Web cast, the call will be archived on the Web site http://www.winn-dixie.com/To access the replay, under About Winn-Dixie/Investor Information, click on "Third Quarter Conference Call."

Winn-Dixie Stores, Inc. (NYSE: WIN) is one of the largest food retailers in the nation and ranks 149 on the FORTUNE 500(R) list. Founded in 1925, the company is headquartered in Jacksonville, FL, and operates more than 1,070 stores in 12 states and the Bahamas. Frank Lazaran serves as President and Chief Executive Officer. For more information, please visit us on the Web at www.winn-dixie.com.

WOMEN FIRST: Unresolved Financial Woes May Spur Bankruptcy Filing-----------------------------------------------------------------Women First HealthCare, Inc. (Nasdaq: WFHC), a specialty pharmaceutical company, announced that it is exploring various strategic alternatives for the Company, including selling the Company or some or all of its pharmaceutical products or license rights, restructuring the Company's outstanding indebtedness and raising financing for the Company.

Hires Miller Buckfire

The Company also announced that it has retained Miller Buckfire Lewis Ying & Co., LLC ("MBLY") as its exclusive financial advisor to assist the Company in these efforts.

The Company had $2.67 million in cash and cash equivalents as of February 29, 2004 and its working capital was in a deficit position of approximately $58.0 million, including long-term debt classified as current liabilities of approximately $39.1 million. The Company has estimated the timing and amounts of cash receipts and disbursements over the next two months, and believes that unless it is able to raise additional financing it may not have adequate cash to meet its working capital and debt service needs beyond mid-April 2004. The Company and MBLY have begun discussions with the Company's senior lenders to obtain a forbearance agreement to defer near-term interest payments, address likely future covenant violations and additional financing needs, but there can be no assurance that the senior lenders will grant such forbearance or that such additional financing will be available. If the Company is unsuccessful in promptly implementing a transaction to sell the Company or some or all of its assets or in obtaining additional financing, the Company may be forced to withhold payment to suppliers, debt holders and others. In such a case, the Company could be required to file for bankruptcy protection, and there can be no assurance as to the extent of the financial recovery that the Company's common stockholders would receive.

As of December 31, 2003 and February 29, 2004, the Company remained in compliance with the financial covenants applicable to its outstanding senior notes. However, the Company does not anticipate that it will be in compliance with its covenant requirements for the quarter ending March 31, 2004. If the Company fails to comply with the covenants governing its indebtedness, the lenders may elect to accelerate the Company's indebtedness and foreclose on the collateral pledged to secure the indebtedness.

Although the Company's auditors have not yet completed their audit of the Company's 2003 financial statements, the Company expects that the auditors will include in their audit opinion a paragraph expressing substantial doubt about the Company's ability to continue as a going concern.

Strategic Alternatives and Cash Conservation Measures

In order to address the Company's current debt service requirements and working capital needs, the Company's strategic priorities continue to be: (i) identify an acquisition or merger partner with interest in acquiring the Company or all or a significant portion of the Company's assets; (ii) identify and implement measures to conserve the Company's existing cash resources, (iii) restructure the Company's existing indebtedness and (iv) raise sufficient capital to satisfy its working capital and debt service requirements for the foreseeable future. Specifically, the Company is considering the sale of both strategic and non-strategic products. Although the Company has received indications of interest from potential acquirors of one or more of the Company's pharmaceutical products and potential sources of financing, the Company does not have any definitive agreements in place.

The Company intends to shut down its As We ChangeTM, LLC mail order and internet catalog business by March 31, 2004 and has begun implementing other cash conservation measures.

Fourth Quarter and Full Year 2003 Results

The Company estimates that its net revenues (including revenue from its As We Change subsidiary) for the fourth quarter of 2003 to be between $1.3 million and $2.3 million compared to net revenues of $11.6 million in the fourth quarter of 2002. The Company estimates its net revenues (including the As We Change subsidiary results) for the full year 2003 at between $9.5 million and $10.5 million as compared to net revenues of $48.6 million for the same period in 2002. The estimated net loss applicable to common stockholders for the fourth quarter, including estimated non-cash impairment charges on product rights and goodwill of approximately $22.0 million, ranges between $33.5 million and $34.5 million, or between $1.26 and $1.30 per share, compared to a net loss applicable to common stockholders of $6.8 million, or $0.30 per share, for the fourth quarter of 2002. For the year ended December 31, 2003, the estimated net loss applicable to common stockholders is between $73.0 million and $74.0 million, or a net loss per share applicable to common stockholders of $2.89 to $2.93 per share.

The decreases from the year ago periods resulted primarily from the adequacy of the products in the distribution channel in 2003 to satisfy declining prescription demand for the Company's products, other than for Esclim, and impairment charges taken by the Company with respect to intangible assets. The Company's current cash shortage has resulted primarily from its failure to establish positive cash flows from operations, its lack of success in its efforts to divest non-strategic product rights and implement other divestiture activities, use of cash to make debt service requirements, and inability to secure co-promotion and investment contracts with third parties.

Non-cash impairment charges in the fourth quarter of 2003 include $19.3 million of charges related to the impairment of product rights and $2.7 million of charges related to the write-off of all intangible assets associated with the As We Change national mail order catalog business because of the Company's decision to discontinue such operations by March 31, 2004.

Nasdaq Listing

In light of the estimated losses described above, the Company believes that it will not comply with the Nasdaq National Market listing requirements as of December 31, 2003. Specifically, the Company does not believe it will satisfy the requirement that it maintain at least $10 million of stockholders' equity. The Company had $10.0 million of stockholders equity at the end of the third quarter of 2003 and expects an estimated stockholders' deficit between $23.8 million and $24.8 million as of December 31, 2003. If the Company's common stock were to be delisted from the Nasdaq National Market as a result of the Company's failure to satisfy the minimum stockholders' equity requirement, the Company would seek to have its shares listed on the OTC Bulletin Board. The delisting of the Company's common stock from the Nasdaq National Market could have a material adverse effect on the market price of, and the efficiency of the trading market for, the Company's common stock.

Delay in Filing Form 10-K

Management has been required to devote substantially all of its time and attention to the strategic alternatives described above for the past several weeks. As a result, the Company intends to request a 15-day extension of the deadline for the filing of its Annual Report on Form 10-K for the year ended December 31, 2003 from March 15, 2004 to March 30, 2004.

About Women First HealthCare, Inc.

Women First HealthCare Inc. (Nasdaq: WFHC) is a San Diego-based specialty pharmaceutical company. Founded in 1996, its mission is to help midlife women make informed choices regarding their health care and to provide pharmaceutical products -- the company's primary emphasis -- and lifestyle products to meet their needs. Women First HealthCare is specifically targeted to women age 40+ and their clinicians. Further information about Women First HealthCare can be found online at http://www.womenfirst.com/

WORLDCOM/MCI: Elects Nicholas Katzenbach as Non-Executive Chairman------------------------------------------------------------------MCI (WCOEQ, MCWEQ) announced its Board of Directors has elected former U.S. Attorney General Nicholas Katzenbach as non-executive Chairman of the Board, effective upon MCI's emergence from Chapter 11 protection. Katzenbach has been an MCI Board member since July 2002.

Concurrently, Michael Capellas, who has been MCI chairman and CEO since December 2002, will become MCI president and CEO. The separation of the chairman and CEO roles is part of MCI's corporate governance reforms.

"Nick has been an invaluable asset to our Board and is the perfect choice to help guide MCI as chairman," said Capellas. "He not only brings the highest level of integrity and breadth of experience to the role, but he has a deep commitment to our customers, employees and the investment community."

Mr. Katzenbach previously served as Attorney General of the United States (1964-66), Under Secretary of State for the United States (1966-69), and as Senior Vice President and General Counsel of IBM Corporation (1969-86).

As the company prepares to emerge from Chapter 11 protection in April 2004, it also announced the following organizational changes:

* Wayne Huyard, president of U.S. Sales and Service * Cindy Andreotti, president of Enterprise Markets * Jonathan Crane, president of International and Wholesale Markets

As a result of these organizational changes, Rick Roscitt, president and chief operating officer, has elected to leave the Company to pursue other opportunities.

"As we prepare to emerge from Chapter 11 we have simplified our organizational structure to better serve the marketplace," said Capellas. "Over the past year we have significantly strengthened our Board of Directors and management team while continuing to focus on delivering innovation, industry-leading service and value to our customers."

About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its subsidiaries, currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. With the industry's most expansive global IP backbone, based on the number of company-owned points-of-presence (POPs), and wholly-owned data networks, WorldCom develops the converged communications products and services that are the foundation for commerce and communications in today's market. For more information, go to http://www.mci.com/

WORLDCOM: Weil Gotshal Touts Lead Role in Embratel Sale-------------------------------------------------------Weil, Gotshal & Manges LLP, released a statement this week reminding the business community that it's one of the world's leading law firms and it advises WorldCom, Inc. (MCI) in its definitive agreement to sell MCI's investment in Embratel Participacoes to Telefonos de Mexico (TELMEX) for $360 million in cash. Completion of the sale is subject to approval by the U.S. Bankruptcy Court and Brazilian regulatory authorities. The TELMEX offer was approved by both the MCI Board of Directors and the Official Committee of Unsecured Creditors appointed in WorldCom's on-going chapter 11 restructuring.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its subsidiaries, currently conducts business under the MCI brand name, is a leading global communications provider, delivering innovative, cost-effective, advanced communications connectivity to businesses, governments and consumers. TELMEX is Mexico's leading telecommunication company, with 15.4 million lines in service, 2.2 million lines for data transmission and 1.4 million Internet access accounts. Embratel is a leading telecommunications provider in Brazil offering local and long distance telephony, data transmission and satellite communication services.

Weil, Gotshal & Manges LLP is an international law firm of more than 1,100 attorneys, including approximately 300 partners. Weil Gotshal is headquartered in New York, with offices in Austin, Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London, Miami, Munich, Paris, Prague, Silicon Valley, Singapore, Warsaw and Washington, D.C.

W.R. GRACE: Outlines Restructuring Plan in SEC Filing-----------------------------------------------------In a regulatory filing with the Securities and Exchange Commission dated March 5, 2004, W.R. Grace discloses that it will address all of its pending and future asbestos-related claims and all other prepetition claims in a plan of reorganization. The reorganization plan may include the establishment of a trust through which all pending and future asbestos-related claims would be channeled for resolution. However, it is currently impossible to predict with any degree of certainty the amount that would be required to be contributed to the trust, how the trust would be funded, how other prepetition claims would be treated or what impact any reorganization plan may have on the shares of common stock of Grace.

Equity Interests

The interests of Grace's shareholders could be substantially diluted or cancelled under a reorganization plan. The value of Grace common stock following a reorganization plan, and the extent of any recovery by non-asbestos-related creditors, will depend principally on the ultimate value assigned to Grace's asbestos-related claims, which will be addressed through the Bankruptcy Court proceedings.

Environmental, Health And Safety Matters

Manufacturers of specialty chemicals products, including Grace, are subject to stringent regulations under numerous U.S. federal, state and local and foreign environmental, health and safety laws and regulations relating to the generation, storage, handling, discharge, disposition and stewardship of hazardous wastes and other materials. Grace has expended substantial funds to comply with those laws and regulations, and expects to continue to do so in the future.

Grace's expenditures in the past three years, and its estimated expenditures in 2004 and 2005, for (i) the operation and maintenance of environmental facilities and the disposal of wastes, capital expenditures for environmental control facilities, and (iii) site remediation would be an integral part of any Plan:

The decline in site remediation costs since 2001 reflects reduced spending at non-owned sites due to Grace's Chapter 11 status.

The $38 million in estimated site remediation expenditures in 2004 includes a potential $22 million payment to transfer liability with respect to a non-owned site to a third party. The payment is subject to Bankruptcy Court approval. The $38 million does not include possible additional spending or reimbursement of remediation costs related to Grace's former vermiculite mining and processing activities.

Asbestos Claims

Based on Grace's experience and analysis of trends in asbestos bodily injury litigation, Grace has endeavored to project the number and ultimate cost of all present and future bodily injury claims expected to be asserted, based on actuarial principles, and to measure probable and estimable liabilities under generally accepted accounting principles. Grace accrued $992 million at December 31, 2003, as its estimate of the cost to resolve all asbestos-related bodily injury cases and claims pending as well as those expected to be filed in the future, and all pending property damage cases, including the additional claims filed prior to the bar date, for which sufficient information is available to form a reasonable estimate of the cost of resolution. The estimate has been made based on historical facts and circumstances prior to April 2, 2001. Grace does not expect to adjust the estimate other than for normal costs of continuing claims administration, unless developments in the Chapter 11 proceeding provide a reasonable basis for a revised estimate.

Grace intends to use the Chapter 11 process to determine the validity and ultimate amount of its aggregate liability for asbestos-related claims. Due to the uncertainties of asbestos-related litigation and the Chapter 11 process, Grace's ultimate liability could differ materially from the recorded liability.

Insurance

Grace previously purchased insurance policies under which Grace asserts coverage for its asbestos-related lawsuits and claims. Grace has settled with and has been paid by all of its primary insurance carriers with respect to both property damage and bodily injury cases and claims. Grace has also settled with its excess insurance carriers that wrote policies available for property damage cases -- those settlements involve amounts paid and to be paid to Grace. Grace believes that certain of the settlements may cover attic insulation claims as well as other property damage claims.

In addition, Grace believes that additional coverage for attic insulation claims may exist under excess insurance policies not subject to settlement agreements. Grace has settled with excess insurance carriers that wrote policies available for bodily injury claims in layers of insurance that Grace believes may be reached based on its current estimates. Insurance coverage for asbestos-related liabilities has not been commercially available since 1985.

Pursuant to settlements with primary-level and excess-level insurance carriers with respect to asbestos-related claims, Grace received payments totaling $1.054 billion before 2001, as well as payments totaling $78.8 million in 2001, $10.8 million in 2002, and $13.2 million in 2003. Under certain settlements, Grace expects to receive additional amounts from insurance carriers in the future. Grace recorded a receivable of $269.4 million to reflect the amounts expected to be recovered in the future, based on projected payments equal to the amount of the recorded asbestos-related liability. (W.R. Grace Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)

Type of Business: The Debtor is a national reseller that specializes in Computer hardware and software, Audio-Visual Equipment, Presentation Solutions and Office Supplies. See http://www.writewoman.com/

* Minnesota Coalition Balks at Tobacco Appeal Bond Cap Legislation------------------------------------------------------------------Legislation that would give special treatment to the tobacco industry by undermining the ability of victims of tobacco-related diseases and their families to recover damages resurfaced at the Minnesota State Capitol.

The Senate Judiciary committee will consider SF 1414, which provides for a new limit of $100 million on a civil case appeals bond. SF 1414 is opposed by many health groups including the American Heart Association, the American Lung Association of Minnesota, the American Cancer Society, and the Minnesota Smoke-Free Coalition because it shortchanges victims of tobacco-related diseases. While the word "tobacco" never appears in the bill language, the hands of the tobacco industry are all over SF 1414.

Appeal Bond Limits Help Only the Big Tobacco Companies

Parties that have been found liable for damages by courts must post appeal bonds prior to appealing rulings against them. These appeal bonds are designed to ensure that funds will be available to pay all court-ordered damages owed to plaintiffs once the appeal process has been exhausted. Faced with numerous lawsuits and rulings against them for their bad acts, Philip Morris USA and other tobacco companies have been urging states to pass special laws to limit the appeal bond amounts they have to post. While these appeal bond limits would make things easier for the cigarette companies, there is no evidence that the companies need or deserve such special protection.

"Appeal bond limits are special interest, special protection legislation being pushed by tobacco companies," said Jeremy Hanson, Public Policy Director of the Minnesota Smoke-Free Coalition. "For an industry that kills 5,600 Minnesotans each year to ask for special legal protections is simply mind-boggling," added Hanson.

Appeal Bond Limits are Unnecessary in Minnesota

Minnesota companies are not in danger of going bankrupt from large appeal bond requirements. To date, no Minnesota business has gone bankrupt under the existing appeals bond law that was passed in 1979. "Appeals bond limits are a solution looking for a problem. This bill is not about protecting Minnesota companies. This bill is about protecting tobacco companies that have a long and storied history of lying and misleading the public," said Hanson. "We shouldn't allow ourselves to be blackmailed into bad public policy by the tobacco industry with claims that they will no longer be able to make tobacco settlement payments."

Tobacco companies have access to enormous financial resources that can be used to satisfy even the largest appeal bond requirement. Tobacco companies (and their parent companies) have enormous assets, revenue streams, and profits -- and have the ability to borrow money or to raise revenue through price increases. Tobacco companies can and ought to pay for the harm they've caused.

"Lawmakers should be reminded that their primary duty should be to the citizens of Minnesota and not protecting large tobacco companies," added Hanson.

* Global Credit Services Launches Weekly Retail Newsletter----------------------------------------------------------Global Credit Services, Inc. announces the launch of its inaugural issue of The Retail Sector Weekly, a weekly newsletter that enables credit and financial professionals to keep abreast of key news they may have missed during the week while providing insightful commentary regarding relevant issues impacting the retail sector.

The format of the newsletter consists of a timely "Topic of the Week" -- a short article related to the Retail Sector; a "Retailer of the Week" -- providing an in-depth, up to date discussion of a retailer of prime interest; an update of recent rulings in Chapter 11 cases; a section on "Management Changes" - chronicling the movement of key senior executives; and a short synopsis of significant events affecting individual retailers, delineated by industry.

Global Credit Services, Inc. founded in 1996, is one of the fastest growing commercial credit information companies in America today. Currently, approximately 2/3rds of the Fortune 1000 companies receives value-added credit and financial information on their customers from GCS. With a rapidly expanding database, superior information technology and Data-Modeled relational database, high value-added content with customer analysis and an aggressive growth strategy, GCS is taking the delivery of commercial credit and financial information to the next level.

* Computer History Museum Features the Rise & Fall of Osborne Corp ------------------------------------------------------------------The Computer History Museum, home to the world's largest collection of computing artifacts and stories, celebrates the history of the Osborne Computer Company. On Thursday, March 25, 2004, the Museum will host a panel discussion with Lee Felsenstein, Richard Frank, Jack Melchor, and moderator John Markoff.

Osborne Computer Corporation was founded by Adam Osborne, Lee Felsenstein, and Jack Melchor in 1981. Armed with Osborne's ideas inspired by Alan Kay's Notetaker at Xerox PARC, the engineering prowess of Felsenstein, the software contributions of Frank, and financial backing from Melchor, OCC introduced the first commercially-successful portable personal computer in January 1981, with little or no competition until the following year. The size of a small suitcase, the self-contained Osborne-1 was the first computer to be sold with bundled software packages, and cost about $1,200 less than a fully-loaded Apple II. The company rapidly grew from zero to a $100-million enterprise -- yet less than three years after its incorporation and its rocket ship climb to fame and fortune, OCC declared bankruptcy in September 1983. In the years that have followed, Osborne's meteoric rise and abrupt collapse have become an archetype of Silicon Valley start-ups.

Please join Lee Felsenstein, Jack Melchor, and Richard Frank, together with guest host and moderator John Markoff, as we explore the fascinating stories behind the start-up days in the back room through the rise and fall of Osborne Computer.

The panel discussion starts at 7:00 p.m. at the Computer History Museum located at 1401. N Shoreline Blvd. in Mountain View. The event is open to the public, but reservations are required. There is a suggested donation of $10 for non-members at the door. For more information please visit the Computer History Museum Web site at http://www.computerhistory.org/eventsor call 650.810.1013. Members of the media can make reservations by contacting pr@computerhistory.org.

About the Computer History Museum

The Computer History Museum in Mountain View, California, a public benefit organization, preserves and presents for posterity the artifacts and stories of the information age. The Museum is home to the world's largest collection of computing-related items -- from hardware (mainframes, PCs, handhelds, key integrated circuits), to software, to computer graphics systems, to Internet and networking -- and contains many one-of-a-kind and rare objects such as the Cray-1 supercomputer, the Apple I, the WWII ENIGMA, the PalmPilot prototype, and the 1969 Neiman Marcus (Honeywell) "Kitchen Computer." The collection also includes photos, films, videos, documents, and culturally-defining advertising and marketing materials. Currently in its first phase, the Museum brings computing history to life through its Speaker Series, seminars, oral histories and workshops. The Museum also offers tours of Visible Storage, where nearly 600 objects from the Collection are on display. Future phases will feature full museum exhibits including a timeline of computing history, theme galleries, and much more. Visit http://www.computerhistory.org/for more information.

* John J. Gallagher Joins Saul Ewing's Utility Practice -------------------------------------------------------John J. Gallagher has joined the Utility Regulation, Commerce, and Development Practice Group of Saul Ewing LLP. Mr. Gallagher comes to Saul Ewing as a Partner and brings nearly 30 years of utility law experience to the Firm.

"Saul Ewing is actively engaged in growing practice areas that support our goal of being the predominant regional law firm by providing vital services to businesses with activities in our region," said Stephen S. Aichele, Managing Partner of Saul Ewing. "In the state capital, utility-related issues come to the forefront often, and our Utility Practice Group is expanding its presence to meet these needs through the addition of an experienced utility lawyer."

Mr. Gallagher joins three accomplished regulatory attorneys in Saul Ewing's Utility Group in Harrisburg. Previously, Mr. Gallagher was a partner in the firm of LeBoeuf, Lamb, Greene & MacRae LLP in Harrisburg, where he practiced in public utility, insurance, and environmental law. His practice focused on administrative and appellate litigation, including base rate filings for electric, gas, and water utilities and certification application, liquidation, rehabilitation, and enforcement proceedings for major property, casualty, accident, and health insurers.

"John's combined insurance and utility experience is a unique blend that fits in perfectly with the strengths of the Harrisburg office," said Constance B. Foster, Office Managing Partner of the Firm's Harrisburg office. "John adds strength to two of our office's fastest-growing practice areas, and his addition further establishes our commitment to the development of our expanding Utility Practice."

For nearly 30 years, Mr. Gallagher's practice has centered on administrative and civil litigation at the trial and appellate levels before the Pennsylvania Public Utility Commission, the Pennsylvania Department of Insurance, and the Pennsylvania state and federal courts. His utility clients include United Water Resources, United Water Pennsylvania, Inc., Cinergy Energy Services, and Vectren. His representative insurance clients include Farmers Insurance Group, Medical Mutual Insurance Company of Ohio, Mutual of Omaha, and PMSLIC.

"Saul Ewing clearly distinguishes itself by its regional focus and dedication to the Utility Practice," said Mr. Gallagher. "I share the Firm's enthusiasm and look forward to contributing to opportunities to expand the practice."

Mr. Gallagher received his bachelor's degree from Mount Saint Mary's College and a law degree from Creighton University School of Law, where he was a member of the Law Review. He is admitted to practice law in Pennsylvania.

Saul Ewing LLP is a 250-attorney firm providing a full range of legal services from offices in seven locations throughout the mid-Atlantic region. Our clients include regional, national, and international businesses and not for profit institutions, individuals, and entrepreneurs.

* Gallagher to Co-Head Wachovia's Investment Grade Credit Trading-----------------------------------------------------------------Wachovia Securities announced that Stephen Gallagher has joined the firm as a Managing Director and co-head of Investment Grade Credit Trading, where he will be responsible primarily for the global cash trading business, including high grade corporate, private placement and preferred securities.

Gallagher previously ran global High Grade Credit trading at Banc of America Securities and corporate bond trading at Bear Stearns. Gallagher also spent ten years with Merrill Lynch, where he headed the firm's Eurobond trading effort in London.

"Steve has a strong track record of building and growing corporate bond trading businesses and is a strong addition to our investment grade team," said Sean Bonner, Managing Director and co-head of Investment Grade Credit trading. "I am looking forward to working with Steve as we continue the build- out of our high grade cash and CDS [credit default swaps] presence."

Wachovia Securities Credit Products group, part of the Fixed Income Division, provides a full range of debt financing to corporate clients, including high grade and high yield corporate bonds, credit default swaps, municipal finance and money market products.

Wachovia Securities Fixed Income Division also provides a full range of interest rate derivatives, structured products and commercial real estate finance, and non-dollar products to corporate clients and institutional investors.

About Wachovia

Wachovia Corporation (NYSE: WB) is one of the largest providers of financial services to retail, brokerage and corporate customers throughout the East Coast and the nation, with assets of $401 billion, market capitalization of $61 billion and stockholders' equity of $32 billion at Dec. 31, 2003. Its four core businesses, the General Bank, Capital Management, Wealth Management, and the Corporate and Investment Bank, serve 9 million households, including 900,000 businesses, primarily in 11 East Coast states and Washington, D.C. Its broker-dealer, Wachovia Securities, LLC, serves clients in 49 states. Global services are provided through 32 international offices. Online banking and brokerage products and services also are available through http://wwww.Wachovia.com/

Wachovia Securities is the trade name for (i) the corporate and investment banking services of Wachovia Corporation and its subsidiaries, including Wachovia Capital Markets, LLC ("WCM"), member NYSE, NASD, SIPC.; and (ii) two separate, registered broker-dealers and non-bank affiliates of Wachovia Corporation providing certain retail securities brokerage services: Wachovia Securities, LLC, member NYSE/SIPC, and Wachovia Securities Financial Network, LLC, member NASD/SIPC. Stocks, bonds, mutual funds or other securities offered or sold through Wachovia Corporation or any of its bank or non-bank subsidiaries are not deposits of any bank and are not insured, guaranteed or otherwise protected by the Federal Deposit Insurance Corporation or any other government agency; are not endorsed or guaranteed by Wachovia Corporation, WBNA, or any bank; and involve investment risk, including possible loss of principal.

* buySAFE Launches First Bonded Online Auction on Apr 27 - May 2----------------------------------------------------------------buySAFE, Inc. -- http://www.buysafe.com/-- says it offers one of the highest levels of protection from online auction risks through the buySAFE with The Hartford program and is joining with online antiques-mall Tias.com and auction site ePier to launch BondedSale.com, a special five-day auction of antiques and collectibles. The auction, which will run from April 27 to May 2, 2004, marks the world's first online auction event that will offer only bonded listings.

buySAFE with The Hartford is the only service that enables approved sellers to present a credibility seal on their online auction listings and provides surety bonds to guarantee the seller's performance and protect the financial interests of buyers. buySAFE performs a rigorous background check on sellers and issues the buySAFE Seal only to the most reputable online merchants. The Hartford Financial Services Group (NYSE: HIG) issues the surety bonds, which ensure that The Hartford will refund the item's sale price or replace the item should a bonded seller fail to fulfill the terms of the sale.

For BondedSale.com, buySAFE will pre-screen all auction sellers free-of-charge. The Hartford will underwrite the sellers and issue a bond for every item that is sold. Each bond protects the purchase according to the terms of the sale for up to $10,000.

Sellers have agreed to list only antiques and collectibles that they have not previously listed for sale online. The event is expected to feature a variety of interesting, fresh merchandise and present several truly unique bidding opportunities for collectors.

"Buying antiques and collectibles online can be challenging. Often a buyer is unsure of the quality of the merchandise or its authenticity," said Jeff Grass, CEO, buySAFE. "Bonding online auctions, particularly for antiques and collectibles, makes incredible sense. Buyers can feel confident that they are dealing with trustworthy merchants, thereby enabling sellers to increase the amount of potential customers and profit opportunities. This is an important milestone for the online auction world, and we're thrilled to be a part of it." NOTE: Buyers and sellers must pre-register at www.bondedsale.com or call 1-888-OLD-STUF (1-888-653-7883) to participate in the auction.

About buySAFE

buySAFE makes online marketplaces safer, resulting in reduced risks for buyers and increased profit opportunities for sellers. buySAFE with The Hartford is the first and only service to guarantee online transactions for buyers by using surety bonds to provide protection from risks, such as fraud, misrepresentation, refund failure and seller default. Using the latest advances in business assessment techniques and technologies, buySAFE comprehensively qualifies online sellers and provides the buySAFE Seal to approved sellers for display on their auction listings, which informs buyers that they are dealing with a reputable and trustworthy seller. Approved sellers can guarantee their online transactions with surety bonds issued by The Hartford Financial Services Group, Inc. Headquartered in Alexandria, Virginia, buySAFE is on the Web at http://www.buysafe.com/

About The Hartford

The Hartford is one of the nation's largest investment and insurance companies, with 2003 revenues of $18.7 billion. The company is a leading provider of investment products, life insurance and group benefits; automobile and homeowners products; and business property-casualty insurance. The Hartford's Internet address is http://www.thehartford.com/

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Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities.Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852.

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